Registering a UK company is an important step for entrepreneurs seeking to establish a business in one of the world’s most influential economies. England, with its major financial centre in London, offers extensive opportunities for growth and development in the international market.
General Information about the United Kingdom
The United Kingdom (UK) is a major western European state comprised of four constituent regions:
- England,
- Wales,
- Scotland and
- Northern Ireland.
The key characteristics of the jurisdiction are as follows:
| Parameter | Information |
|---|---|
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Capital |
London |
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Official languages |
English |
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National currency |
British pound sterling (GBP) |
The country is a member of many international organisations, such as the UN, the WTO, the IMF, the OECD, the FATF, among others.
A number of countries and territories are connected to the United Kingdom to various degrees, depending on their constitutional status and political autonomy:
| Category | Explanation and Examples |
|---|---|
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Crown Dependencies |
Self-governing territoriesthat are formally not part of the United Kingdom. However, the UK is responsible for their defence and international representation. Crown Dependencies include:
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British Overseas Territories |
These are not part of the UK but are under its sovereignty. Overseas Territories are formally governed by a Governor appointed by the Crown, though they have their own self-governing institutions and legislation. British Overseas Territories include:
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Commonwealth of Nations |
A voluntary association of sovereign states historically connected to the British Empire. They are now politically independent of the UK and are not under its sovereignty. The Commonwealth of Nations includes:
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Is It Possible to Register an Offshore Company in the United Kingdom?
In the context of registering UK companies, the term “offshore company in the United Kingdom” is sometimes used. This wording is not accurate, since neither England nor other parts of the UK meet the criteria of a traditional offshore jurisdiction.
That said, UK legislation provides convenient tools for corporate and tax planning through which a business can function in a more tax-efficient way. For this reason, the country is often described as a “European offshore.”
Traditional offshore jurisdictions include the territories connected to the UK, namely its Crown Dependencies and Overseas Territories, as described above. These territories are sometimes figuratively referred to as “UK offshores.”
Legal and Judicial Systems of the United Kingdom
The United Kingdom has a longstanding and well-established system of common law, in which judicial decisions play a key role. At the same time, in certain areas, particularly in corporate and financial law the amount of direct statutory regulation has increased considerably.
For instance, the Companies Act 2006 (as subsequently amended) is the primary statute governing the registration of companies in the UK and their subsequent operation. Additional statutes have been enacted in respect of limited partnerships and limited liability partnerships (LPs and LLPs). Furthermore, separate legislative acts govern matters relating to company taxation in the UK.
The British judicial system enjoys a high reputation throughout the world, while London remains one of the world’s leading centres for the resolution of commercial disputes.
The combination of the predictability of common law, detailed statutory regulation, and a highly respected judicial system explains the widespread use of British, in particular English or Scottish, companies in international business. Examples of the use of British companies include, among other things:
- tax planning purposes,
- structuring holding arrangements,
- facilitating access to international markets,
- enhancing corporate image, and
- securing a higher level of protection of legal and financial interests.
Basic Legal Forms in the United Kingdom
A company in the UK can be registered in one of the following legal forms:
- private company limited by shares (Ltd);
- English limited liability partnership (LLP);
- English limited partnership (LP);
- Scottish limited partnership (Scottish LP);
- public limited company;
- private company limited by guarantee;
- private unlimited company;
- branch of a foreign company; and
- self-employed individual.
Ltd companies, as well as British LLPs and LPs, are most commonly used as tax planning vehicles.
The main differences between LLPs and LPs relate to the status of their partners:
- the liability of LLP partners is limited to the amount of their contributions, and the partners have equal status;
- an LP must have at least one general partner, whose role and liability differ from those of the limited partners.
In addition, unlike LLPs, British LPs are not separate legal entities.
Procedure for Registering a Company in the United Kingdom
Setting up a company in the United Kingdom involves several stages:
| Registration stage | Explanation |
|---|---|
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Choosing a jurisdiction |
A company or partnership in the UK can be registered in one of three jurisdictions:
It is important that the company or partnership have a registered address in the jurisdiction where they are incorporated. For example, if a company is registered in Scotland, its address must also be located in Scotland. |
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Choosing a legal form |
Choosing an adequate business form is also important, since it determines the overall tax burden and the extent of information to be disclosed. |
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Aligning the structure and submitting data |
At this stage:
The use of nominee directors and shareholders, as well as nominee partners, is permitted in the United Kingdom. |
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Preparing the documents |
The main documents include:
The final set of documents varies depending on the composition of shareholders and directors, or partners. |
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Filing and obtaining the documents |
The constitutional documents, together with payment of the state fee, are filed with the registering authority (Companies House). Filing can be done electronically through a special platform. Once the application has been reviewed, Companies House issues a certificate of incorporation and assigns a registration number. |
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Subsequent steps |
After the registration, a company typically needs to:
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In most cases, a company in the United Kingdom can be registered remotely, without a visit to the country. Registration generally takes between 1 and 5 business days. However, Scottish partnerships are still registered by submitting paper documents, so their registration typically takes around 10 business days upon receipt of the originals by the registering authority.
Taxation of Companies and Partnerships in the United Kingdom
UK Tax Resident
A company is considered a resident of the UK if:
- it is incorporated in the UK, or
- its place of central management and control is in the UK.
The notion “central management and control” refers to the highest level of control; that is, the place where key strategic decisions concerning the company’s overall activities, as well as decisions on the distribution of profits, are made.
The place where board meetings are held is most commonly used as a relevant indicator. However, if the board merely formally approves decisions that have actually been made elsewhere, the relevant factor will be the place where the substantive decisions are made.
Tax residency is primarily relevant for:
- payment of corporate tax, and
- access to the network of tax treaties (see the section below for details).
Corporate Tax
Ltd companies are subject to UK corporate tax on their worldwide income, that is, income derived both within and outside the United Kingdom. Taxes paid abroad may be credited.
The rates of corporate tax depend on the amount of profit:
- profit exceeding GBP 250,000 – 25%;
- profit of GBP 50,000 or less – 19%.
For companies with profits between GBP 50,000 and GBP 250,000, the tax rate increases progressively.
Companies may deduct ordinary business expenses from their taxable income.
Unlike Ltd companies, British partnerships (LLPs and LPs) are not treated as separate taxable entities in the United Kingdom. This means that tax on profits is paid not by the partnership itself, but by each partner individually, in proportion to their share in the partnership and in accordance with the rules of the country in which they are tax residents.
If the partners are UK tax residents, they are subject to tax in the UK at the corporate rates (as stated above) or the rates for individuals (ranging from 20% to 45%, depending on the income), as applicable. Non-resident partners are subject to UK tax on the portion of profit arising within the country.
In addition, the UK’s controlled foreign company (CFC) rules should be taken into account: where a UK company is treated as a controlling entity of a foreign organisation, the profits of the CFC may, in certain cases, be included in its corporate tax base.
Filing and Payment of Corporate Tax
Separate registration with the tax authority (HMRC) is required for filing and paying corporate tax. Following the registration, filing and payment are carried out within the following deadlines:
| Return Filing | Tax Payment |
|---|---|
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Within 12 months of the end of each reporting period |
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LPs and LLPs are subject to a two-tier reporting system:
- a joint return filed on behalf of the partnership, and
- individual returns filed by each partner in respect of their corresponding share of profit.
Return filing and tax payment (where tax is payable in the UK) are carried out within the following deadlines:
| Return Filing | Tax Payment |
|---|---|
of the year following the reporting year. |
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For corporate tax purposes, a company’s reporting period is generally the period for which the company prepares its financial statements (a financial year). A company may determine its own financial year (see below for details). For individual partners, the reporting period is the fixed tax year, running from 6 April to 5 April of the following year.
VAT in the United Kingdom
Partnerships and Ltd companies are subject to uniform rules on VAT registration and shall follow the same procedure for filing tax returns and paying tax. In particular, VAT registration is mandatory if:
- turnover exceeds GBP 90,000 over the preceding 12 months, or
- turnover is expected to exceed that threshold within the next 30 days.
Depending on the type of goods or services, the following VAT rates apply:
- 20%,
- 5% and
- 0%.
VAT returns must be filed quarterly, regardless of whether any VAT is due, within one calendar month and 7 days upon the end of the reporting period. In certain cases, it is permitted to file VAT returns annually.
Withholding Tax in the United Kingdom
Dividends paid to shareholders of UK companies are generally not subject to withholding tax. This feature makes the UK particularly convenient for establishing a holding company.
Interest and royalties are subject to withholding tax at a rate of 20% (for interest, an increase to 22% is planned from April 2027).
Obligations and Reporting for Dormant Companies
Not all companies start carrying on business activities immediately upon registration. For example, the launch of business operations may be delayed, or business activities may not be planned from the outset if the company is established for holding purposes.
UK legislation allows for the existence of so-called dormant, i.e. inactive, companies. A company is recognised as dormant separately by Companies House and by HMRC for the purposes of corporate tax and VAT. The scope of the company’s obligations differs accordingly.
Definition and obligations of dormant companies for HMRC
| Definition | Obligations |
|---|---|
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A company is considered dormant if it:
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Upon notification to HMRC, the company is relieved of its obligation to file corporate tax returns and pay tax, provided that HMRC has not previously requested a return. |
Definition and obligations of dormant companies for Companies House
| Definition | Obligations |
|---|---|
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A company is considered dormant if it has no significant transactions during the financial year. The following transactions are not considered significant:
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To file with Companies House:
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UK Tax Treaties and the Application of EU Directives
The United Kingdom has one of the most extensive networks of international tax treaties in the world. In addition to double tax treaties (DTTs), the UK also has separate tax information exchange agreements, including with some offshore jurisdictions.
The United Kingdom’s tax treaties make it possible to avoid double taxation of the same income and to benefit from reduced withholding tax rates, up to a full exemption from tax. To take advantage of the preferential treaty regime, a company must generally:
- be the beneficial owner of the income, i.e. have sole control over it and have no obligation to transfer the income to other persons;
- be a UK tax resident, obtain a tax residency certificate, and provide it to the payer of income abroad.
LPs and LLPs are not generally treated as UK tax residents. However, they may be regarded as such if they can demonstrate that their place of central management and control is in the United Kingdom. In that case, they may also obtain a tax residency certificate.
Following the United Kingdom’s withdrawal from the European Union and the end of the transition period, EU directives ceased to apply to the United Kingdom. In particular, the following directives no longer apply:
- the EU Parent-Subsidiary Directive (2011/96/EU); and
- the EU Interest and Royalties Directive (2003/49/EC).
With the repeal of these directives, the benefits they provided no longer apply automatically. The applicable withholding tax rates on dividends, interest, and royalties paid from the EU to the UK are determined by the domestic legislation of the paying country or by the relevant bilateral DTT.
International Cooperation of the UK on Information Exchange
The United Kingdom is an active party to the Multilateral Competent Authority Agreement (CRS MCAA) on the automatic exchange of financial account information under the CRS standard.
As of 1 January 2026, the following standards apply in the UK:
- the updated CRS 2.0 standard – amendments to the CRS that broaden its scope and extend the exchange of information to digital financial assets, electronic money, and digital currencies;
- a new reporting standard providing for the automatic exchange of information on crypto-assets (Crypto-Asset Reporting Framework, CARF).
Under both regimes, the first automatic exchange of data with partner countries is scheduled for 2027, covering data collected in 2026.
In addition, the UK participates in the automatic exchange of country-by-country reports (CbC reporting). The parent company of a multinational group files the relevant reports with HMRC if:
- the group operates in the United Kingdom and at least in one other country; and
- the group’s consolidated revenue for the accounting year preceding the reporting period exceeds EUR 750 million.
The US Foreign Account Tax Compliance Act (FATCA) also applies within the UK. Under FATCA, data on the accounts of US taxpayers is transmitted to the United States.
The United Kingdom actively implements other international initiatives aimed at combating tax evasion. In particular, the country applies:
- transfer pricing rules,
- thin capitalisation rules, and
- a number of other special provisions.
Reporting by UK Companies
Financial Year and Accounting Records
A company’s first financial year (reporting period) is determined automatically: it starts on the date of the company’s incorporation and ends on the last day of the month in which the first anniversary of that incorporation falls. For example, the reporting period of a company incorporated on 5 September 2026 will end on 30 September 2027. Each subsequent reporting period will run for 12 months, from 1 October to 30 September.
A company may change its reporting period according to the following rules:
- the reporting period may be shortened at any time, without restriction;
- the reporting period may be extended once every 5 years up to no more than 18 months (subject to certain exceptions).
All UK companies are required to keep accounting records. Accounting records must be kept at the company’s registered office or at another location determined by the directors, including outside the United Kingdom. In the latter case, the company must send to the UK the accounts prepared on the basis of such records, and ensure that they remain available for inspection.
Accounting records must be retained within:
- 3 years for private companies and LLPs;
- 6 years for public companies.
Financial Statements and Audit
Financial statements of UK companies are filed with Companies House within:
- 9 months of the end of the reporting period (for private companies);
- 6 months of the end of the reporting period (for public companies).
Ltd companies and LLPs are subject to the same requirements as regards the keeping of accounting records, filing of financial statements, and conducting audits.
Components of financial statements differs for small companies and micro-entities:
- small companies file a balance sheet, a profit and loss account, and notes;
- micro-entities file only a simplified balance sheet.
A company qualifies as a small company or micro-entity if it meets at least two of the following criteria:
| Small Companies | Micro-entities |
|---|---|
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Starting from April 2028, micro-entities will be required to prepare and file a profit and loss account, but will have the option to opt out of publishing it in the public register. Small companies will be required to file full accounts, prepared in accordance with the rules of the small companies’ regime.
As a general rule, financial statements are subject to audit. The following are exempt from the audit requirement:
- small companies, and
- micro-entities.
For English and Scottish LPs, the obligation to prepare financial statements does not arise automatically, but depends on the status of their general partner. Specifically, if each general partner is:
- a limited liability company, or
- another vehicle composed entirely of such companies,
then the partnership is treated as a qualifying partnership and must comply with the same requirements for the preparation of financial statements and the conduct of audits as apply to Ltd companies.
Failure to meet filing deadlines is subject to penalties, the amount of which depends on the length of the delay. Persistent non-compliance may result in the company being struck off the register.
Confirmation Statement to Companies House
Ltd companies, LLPs, and Scottish LPs must submit an annual document to Companies House confirming the registration details of the relevant entity (the Confirmation Statement). This document is neither a financial nor a tax reporting, and confirms the accuracy of the information already held by Companies House.
The Confirmation Statement must be filed within 14 days of the end of the relevant 12-month review period, which runs from the date of the company’s incorporation. It is also possible to file the Confirmation Statement before the review period has ended, in which case a new review period starts on the date of filing.
The obligation to file the Confirmation Statement applies to dormant companies as well. Penalties of up to GBP 5,000 may apply for failing to comply with this obligation; moreover, the company may be struck off the register.
It is important to understand that where changes occur within the company (for example, a change of director, registered office, or company name), Companies House must be notified of such changes separately, within the prescribed deadlines and using the prescribed forms. Companies should not wait for the next Confirmation Statement filing date to report such changes.
Identity Verification and Registers of Directors
Companies are relieved of the obligation to maintain internal registers of directors. Instead, the relevant information is submitted directly to Companies House.
UK companies are required to verify the identity of their directors before submitting information about them. This procedure involves verifying and confirming identity by prescribed means, with a personal code assigned to each director. Failure to comply with the verification requirement may result in a fine, as well as other sanctions, including criminal prosecution.
The identity verification requirement is expected to be extended, in due course, to:
- corporate members of LLPs,
- persons involved in LPs, and
- certain other persons.
Information about the company’s directors is publicly available, although some details remain confidential. In particular, the following data are not publicly revealed:
- the residential address, and
- the full date of birth (only the month and year of birth are published).
Government authorities, however, have access to the full information.
Companies must notify Companies House of any changes to their directors’ details within 14 days.
Registers of Members
Companies remain under an obligation to maintain their own registers of members, either at their registered office or at a single alternative inspection location (SAIL address) for the inspection of corporate records.
The register of members must include:
- the name and address of each member;
- the date on which the person was registered as a member;
- the date on which membership ceased;
- additionally, for companies with share capital – the number of shares and the amount paid, or due to be paid, on those shares.
Any person is entitled to request inspection of the register of members. The company must comply with the request within 5 business days, or apply to the court for an order refusing the request if it considers the request to be improper.
Accordingly, information about the company’s members does not become public automatically. However, any refusal to provide such information must, in each case, be determined by the court.
The requirements for maintaining a register of members also apply to LLPs.
The register of members is not filed with Companies House. However, information about the members is nevertheless reflected in the public register, in particular through the Confirmation Statement. This document discloses:
- the shareholder’s name, and
- the number and class of shares held by them.
Similarly, there is no need to separately notify Companies House of any ordinary changes in the composition of shareholders (for example, the sale of shares by one member to another). Such changes are reflected in the annual Confirmation Statement. However, it is necessary to notify about changes to the structure of share capital (for example, the issue of new shares). Such notification must be sent within 21 days or one month, depending on the event.
Registers of Controlling Persons in the United Kingdom
The UK register of persons with significant control constitutes another element of the country’s transparency framework. The obligation to maintain this register applies, in particular, to:
- Ltd companies,
- LLPs, and
- Scottish LPs.
LPs registered in other UK jurisdictions are exempt from this requirement.
The concept of “people with significant control” (PSC) is similar to the concept of “beneficial owners” used in other jurisdictions. PSCs are likewise identified through direct or indirect ownership of shares or through the exercise of significant influence over the company.
Information on PSCs is submitted directly to Companies House. Companies are no longer required to maintain an internal PSC register. Prior to such submission, the company must verify the identity of its PSCs, following the procedure similar to that used for verifying the identity of directors.
Virtually all information on PSCs is available to third parties, except for:
- PSC’s usual residential address;
- full date of birth (the month and year of birth are disclosed).
Nevertheless, a PSC may apply for full confidentiality of their personal data if they are at serious risk of violence or intimidation specifically because of the activities of the company with which they are connected as a PSC.
Companies must keep PSC data up to date and, in the event of any changes, notify Companies House within 14 days.
Violations of the PSC disclosure requirements may be subject to fines or imprisonment for up to two years.
Key Points to Consider When Setting Up a Business in the United Kingdom
By way of summary, it is worth highlighting a few considerations that most commonly lead to mistakes and, as a result, to fines and other adverse consequences:
- the registered office address must be a real address where correspondence can be received;
- the use of a nominee service does not exempt a company from disclosing persons with significant control;
- UK companies file various types of reports, each subject to its own filing deadlines and prescribed forms;
- registration of a company with Companies House does not automatically result in registration with HMRC; these are separate steps that the company must take, subject to certain conditions.
Our Services in the United Kingdom
The United Kingdom offers a wide range of solutions for international business, with varying degrees of transparency and flexibility. This makes it possible to choose a structure tailored to specific business objectives as effectively as possible. Successful operation within the UK business environment requires a clear understanding and assessment of the full scope of obligations arising from company registration in the United Kingdom.
The cost of registering a company in the United Kingdom depends on the specific combination of services chosen and is ultimately determined on an individual basis.
Uniwide’s specialists have many years of experience dealing with the registration and ongoing support of companies, partnerships, and other corporate structures in the UK. Our work covers:
- advice on corporate structuring in line with business objectives;
- preparation and filing of the full set of documents required for registration;
- arranging additional administrative procedures, including identity verification for directors and PSCs;
- arranging a nominee service, where required by the ownership structure;
- arranging the company’s registered office;
- ongoing support for the company, including the annual preparation and filing of the required corporate reports;
- arranging the keeping of accounting records and the preparation of financial and tax statements; and
- arranging other supporting services, as needed.
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- Private limited companies (LTD)
- English partnerships
- Scottish limited partnerships (LP)
- Cost of Services for UK Company Formation
- Company Dissolution in the UK