How to register a company in the UK

For generations, the United Kingdom has had a flourishing economy dominated by many industries, from retail to hospitality, finance, technology, health, and education. Those looking to expand their business to the UK—or hire employees there—will find that the country offers a wealth of opportunities and a deep well of skilled workers.

Registering a business in any foreign nation can be challenging, especially if you aren’t familiar with the legal intricacies and regulatory requirements you’ll face. In this guide, we’re pulling back the curtain for overseas employers and business owners interested in establishing a legal entity in the UK. Below, we’ll delve into the legal requirements, business structures, and alternatives, like partnering with an employer of record service to hire in the UK without registering a company first.

Whether you plan to start your new business in London, Liverpool, or Leicester, read on for a step-by-step guide to the company registration process for a UK business.

Why register a company in the UK?

If you want to hire and pay employees in the UK without relying on a third-party service provider like an employer of record (EOR), setting up a local legal entity can be a strategic move. Registering a new company in the UK allows you to legally hire employees, plus gives you greater control over operations, compliance, and brand representation in the UK market. Entrepreneurs who want to expand into the UK can register a business rather than become sole traders to fully capitalize on local opportunities, like building relationships with other local businesses and integrating into the UK market.

Pros and cons of a legal entity vs. EOR

Business structures for overseas businesses in the UK

One of the first steps in the company formation and registration process is to choose a business structure. In the UK, three main company structures are available for overseas businesses: limited companies (private or public), limited liability partnerships, and registered UK establishments.

Limited company (LTD company)

A limited company is legally separate from its owner and from your business entities in other countries. This structure protects owners—their personal assets can’t be used to satisfy the company’s debts or liabilities.

A limited company can be limited by shares or by guarantee. Limited by shares means it’s a for-profit company with shares and shareholders and keeps its profits after paying taxes. Limited by guarantee is also known as a not-for-profit, which means it has guarantors instead of shareholders and reinvests its profits.

UK limited companies can be private or public:

Private limited company

Private limited companies are registered at Companies House and must have at least one company director and one shareholder. They are not publicly traded, and there is no minimum investment requirement to become a shareholder. Each shareholder’s liability is limited to their percentage of ownership in the company.

Public limited company 

Public limited companies are publicly traded, which means they have more complex tax and financial reporting requirements. In order to become publicly traded in the UK, a company must issue shares to the public, valuing at least £50,000.

Limited liability partnership (LLP)

A partnership means two or more people start a business together, sharing profits and dividends.

Limited liability partnerships are separate legal entities from their owners and other businesses. Partners are each responsible for filing their own tax returns and paying income tax on their share of the company’s profits, but limited liability means the members are personally shielded from certain debts and losses.

Registered UK establishment

A registered UK establishment is an overseas company that satisfies the filing and registration requirements to operate in the UK. It is not considered legally separate from your foreign business and is managed by the same directors and shareholders as the overseas company.

Requirements for registering a company in the UK

The UK is strict when it comes to requiring businesses to register themselves. Any self-employed person earning at least £1,000 a year must register with HMRC as a sole trader, and any business with an annual profit of at least £30,000 must register as a limited company.

Before we get into the how-to, here’s what else is required to register a company in the UK:

• An address. While you don’t have to be a UK citizen or resident to register a business there, you do need to have a UK-registered office address. You can use your home address, a friend or family member’s address, or even a virtual address service, as long as it’s a valid UK address. The one caveat is that it can’t be a PO box.
• Memorandum and articles of association. These are the two documents required for all businesses in the UK.
• A company director. While it isn’t required for them to live locally in the UK, it can be helpful for certain parts of the registration process, like opening a local bank account. You’ll also need to report personal information about your director(s) to the British government, including their full name, nationality, date of birth, and residential address.

Note that while it used to be a requirement to appoint a company secretary, it’s no longer necessary for most startups and small businesses—though it can still be beneficial to appoint one if you’re starting a large business with many administrative needs.

How to register a foreign company in the UK

Once you’ve chosen a business structure, registering a company in the UK is straightforward and only requires a few simple steps, most of which you can do online:

1. Register your UK company name. Use the Companies House company name availability checker to make sure your chosen name is available, and consider trademarking it so no one else can take it while you’re in the registration process. Your business name must also be unique and follow other rules. For example, it can’t contain offensive or sensitive language or certain regulated words.
2. Register your business address. Your official company address will be part of the public record. It must be a physical location where you can receive documents, and it can’t be a PO box.
3. Complete your memorandum of association (MOA) and articles of association (AOA). Before you can finish registering your company, your director(s) and shareholder(s) need to sign both documents.
4. Get your Standard Industrial Classification of Economic Activities (SIC) code. SIC codes classify businesses for statistical and data reporting purposes. You’ll need to report your SIC code to Companies House when you register your business.
5. Open a business bank account. Most UK businesses must have a business account with a local bank. The bank will require identification documents (like a national ID card, biometric residence permit, or passport) for all directors and partners, proof of your business address, Companies House registration number, and estimated annual turnover. Some banks may request additional information, like a business plan or more detailed financial projections, especially if you apply for credit or a loan.

Tax registration

When registering a company in the UK, you have to do more than just register it with the government. You also need to set it up to pay the appropriate taxes depending on the business structure you choose.

Corporation tax

Limited companies must register for corporation tax within three months of registering in the UK. To do so:

1. Create a Government Gateway account for your business. 
2. To register for corporation tax, you’ll need your Unique Taxpayer Reference (UTR), an identification number businesses receive from the HMRC within a few weeks after successful registration.
3. Once you receive your UTR, log into your Government Gateway account and select the option to add a tax to your account. Choose corporation tax.
4. Enter your company’s registration number and the date you began operating in the UK.

Pay As You Earn (PAYE)

If you plan to hire any employees or employ yourself, you’ll need to register for PAYE (the income tax and national insurance system). Here’s how:

1. Register yourself as an employer with HMRC.
2. Log into your Government Gateway account and add PAYE for employer as a tax.
3. This will allow you to begin handling payroll, managing employee salaries, making national insurance contributions, and paying income tax.

Value Added Tax (VAT)

If your company’s annual turnover exceeds the VAT threshold (currently £85,000 in the last 12 months), you’ll need to register for VAT. You can also complete VAT registration within 30 days of knowing you’ll exceed the threshold if your turnover will surpass it soon.

Employer of record: A time- and money-saving alternative to setting up a legal entity in the UK

One alternative to the time-consuming and potentially costly process of registering a company in the UK is partnering with an employer of record (EOR) service.

An EOR is a third-party service provider that allows companies to legally hire employees in other countries without having to establish their own legal entities first, while still complying with local tax, labor, and employment laws. The EOR acts as the legal employer for the company’s foreign employees. It also takes on employment-related HR duties on the company’s behalf, like payroll processing, tax compliance, employment contracts, and benefits administration.

This gives companies a way to hire employees in different countries without taking on as much risk or time-consuming administrative work.
Rippling EOR can help you hire employees in the UK quickly and compliantly. And if you decide to register a company in the UK, Rippling can still help you save time and money by supporting your employees with global payroll—or even a complete workforce management platform.

Frequently asked questions about registering a company in the UK

Can a foreigner register a company in the UK?

Yes. The only requirement is that the company needs to have a physical address in the UK. Beyond that, anyone can register a company in the country, regardless of where they’re from or their residency status.

How long does it take to register a company in the UK?

For most business structures, you should receive a certificate of incorporation within about two weeks after finishing the registration process, as long as you provide all the documentation the British government needs and pay all the required fees.

How much does it cost to register a company in the UK?

Registering a business in the UK is generally inexpensive. You can register online for as little as £12. The British government offers rush pricing—for an additional £100, you can have your registration processed on the same day you submit it. Registering by mail is more expensive, costing £40. Working with an agency that handles the paperwork on your behalf also involves steeper fees.

What is a confirmation statement?

A confirmation statement is an annual filing requirement for UK businesses. The Companies House requires all businesses to submit a yearly confirmation statement confirming or updating their company details and shareholder information.

This blog is based on information available to Rippling as of November 17, 2024.

Disclaimer: Rippling and its affiliates do not provide tax, accounting, or legal advice. This material has been prepared for informational purposes only, and is not intended to provide or be relied on for tax, accounting, or legal advice. You should consult your own tax, accounting, and legal advisors before engaging in any related activities or transactions.