Limited Companies for Non-UK Residents

Limited Companies for Non-UK Residents

Requirements for registering a company in the UK

A company can be formed in the UK by anyone, although directors must be over 16 years of age. To form a UK registered company limited by shares, you will need the following:

    A Registered Office in the UK. We provide a London address
    1 shareholder and 1 director. They can be the same person
    Issued share capital.
There can be more directors and shareholders, and there is no limit to the number of shares that can be issued.

Directors and Shareholders

    Directors and Shareholders can be corporate i.e. another limited company can be appointed as a director.
    A company must have at least 1 natural person as a director so; there must be at least 1 named individual acting as a director.
    There is no requirement for directors and shareholders to be UK resident.

VAT registration for companies controlled by non-UK residents

As a non-resident owner of a UK company, you may find it difficult to register for VAT if you don’t have proper trading premises in the UK. HMRC does not consider a Registered Office or business/ virtual mail address as a business establishment. Notwithstanding your UK registration, your company will be classified as a “non-established taxable person”.

Identification documents and Money Laundering Regulations

Although we do not require documents at the time an order is placed, anyone using our registered office service will be asked to supply identification documents once the service has been set up. We will need 1 document providing proof of name; passport or drivers licence etc. and 1 document providing proof of address; utility bill etc. In some circumstances, we will ask you to have the documents notarised.

Certificate of Incumbency

Our non-resident clients sometimes ask us to arrange the issue of a Certificate of Incumbency. However, UK Government agencies do not officially recognise the term or issue a document by this name. It is, of course, possible to create such a document and have it notarised, but it will not be issued by a government agency. The nearest alternative is a Certificate of Good Standing.

Certificate of Good Standing

Certificates of Good Standing are issued by Companies House and confirm that a company’s statutory filings are up to date, and no action is being taken to strike off the company. The Certificate will also confirm the date of Incorporation, the name of the company and the Company number. The Certificate can also include; details of directors; the Registered Office address, the share capital of the company, and details of the subscribers to the memorandum. If you wish to buy a Certificate of Good Standing, it is an option that we make available at checkout when you place an order.

Document Legalisation

You may need a document Apostilled that has not been issued by a Government Agency. If that is the case, the document will first need to be legalised by a notary or lawyer. We will arrange this; our charge for the Apostille service includes the cost of the notary or lawyer.

Objects clause and the Memorandum and Articles of Association

The majority of companies formed in the UK use the model Memorandum and Articles of Association contained in the Companies Acts 2006. They are the constitution of the company. One significant feature of the model Memorandum and Articles are the omission of an objects clause. The last Companies Act removed the requirement to include the objects of the company in its constitution. The practice of drafting the objects so widely as to ensure that no conceivable legal activity could possibly be excluded had, for many years, made the clause obsolete.

The omission of an objects clause can cause problems in overseas jurisdictions. Owners who are intending to open a branch office outside the UK often have to supply a copy of the company’s constitution to get permission. Authorities may insist that an objects clause is written into the constitution.

Companies can be formed with Memorandum and Articles of Association that include an objects clause. Clients can ask us to use articles that they have drafted themselves. To include bespoke Articles, simply contact us before placing your order.

Certifying Model Articles of Association

The process of forming a company online involves notifying Companies House that the newly formed company will adopt model Articles of Association. Companies House do not have a document they can certify. Clients requiring an official certification of their Articles of Association should supply their own document that can be uploaded with the electronic application to form a company. Companies Hose can then be asked to certify the supplied document.

UK Jurisdiction

Companies House splits the UK into 3 jurisdictions; Scotland, Northern Ireland and the joint jurisdiction of England and Wales. The location of your Registered Office determines the jurisdiction of your company. Although you can have places of business in all the jurisdictions, your Registered Office must stay in the jurisdiction of your registration.