Company setup

Setting up a UK company from abroad

A limited company or a limited liability partnership, registered at Companies House. What the register asks of directors and owners and what is due every year.

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Registered at: Companies House
Common structures: Private company limited by shares (Ltd) and limited liability partnership (LLP)
Identity check: Required for every director and person with significant control
Every year: A confirmation statement and annual accounts, also when the company is dormant

Two structures, taxed in two different ways.

A limited company is legally separate from the people who own it. It pays tax on its own profits, and the people who take money out may pay tax on that income. One person can own the whole company and be its only director.

A limited liability partnership is also a legal person separate from its members, but it is normally treated as a partnership for tax. Each member pays tax on their share of the profits. An LLP needs at least two members.

Directors do not have to live in the UK. The company does need a registered office in the UK, and since 18 November 2025 every director has to verify their identity before the company can be registered.

A company incorporated in the UK is UK resident for Corporation Tax by law, with certain exceptions. That is the point to look at first when the owners live elsewhere.

Ltd or LLP.

Both are registered at Companies House and both file every year. The difference sits in who is taxed.

Private company limited by shares (Ltd)

Owned by shareholders, run by directors. At least one director aged 16 or over and at least one shareholder, who can be the same person. A company secretary is not required. The company pays Corporation Tax on its profits.

Limited liability partnership (LLP)

Two or more members, who can be people or companies, with at least two designated members at all times. Most LLPs are transparent for tax, so each member is taxed on their share. That holds while the LLP carries on a business with a view to profit.

Dormant company

A company does not have to start trading straight away. One that is not doing business is usually dormant for Corporation Tax. It still files a confirmation statement and annual accounts.

Treaty non-resident company

A tax treaty can award the residence of a UK-incorporated company to the other country. Whether that applies depends on the specific treaty. Under the newer type of treaty it only happens once the two tax authorities have formally determined it.

From name to Corporation Tax.

Choose the structure and the people

Limited by shares or an LLP, who the directors and shareholders are, and who counts as a person with significant control. That is usually anyone with more than 25 percent of the shares or voting rights.
Verify identity

Each director gets a Companies House personal code by verifying their identity, through GOV.UK One Login or through an authorised agent. The agent route can be used from any country.
Name, address and activity

A name that is not the same as another registered company, a registered office at a physical UK address, a registered email address and a SIC code that says what the company does.
Memorandum and articles

The memorandum is created automatically in an online registration and cannot be changed afterwards. For the articles you use the model articles or write your own.
Register with Companies House

You receive a certificate of incorporation with the company number and the date of formation. GOV.UK states that a company registered online is usually registered within 24 hours.
Corporation Tax and the bank

HMRC has to be told within 3 months of the start of the accounting period once the company is active. Letters from HMRC go by post to the registered office. Company banking must be kept separate from personal banking.

What the company owes every year.

A UK company files even when nothing happens in it. These are the duties and the amounts set by law.

Confirmation statement	At least once every 12 months, within 14 days of the end of the review period. Not accepted until every director has verified their identity
Annual accounts	9 months after the end of the financial year. First accounts within 21 months of incorporation
Late accounts, private company	GBP 150 up to 1 month late, rising to GBP 1,500 beyond 6 months. Doubled when accounts are late two years in a row
Company Tax Return	12 months after the end of the accounting period. Payment is usually due 9 months and one day after it
Corporation Tax rates	19 percent on profits under GBP 50,000, 25 percent on profits over GBP 250,000, with Marginal Relief in between. Both limits are reduced in proportion to the number of associated companies. Marginal Relief is not available to a non-UK resident company
VAT registration	Required once taxable turnover over the last 12 months goes over GBP 90,000. A business based outside the UK that supplies goods or services to the UK registers regardless of turnover, and a registered office alone does not count as being based in the UK
Changes to directors and persons with significant control	Reported to Companies House within 14 days
Accounting records	Kept for 6 years from the end of the financial year they relate to
From 1 April 2028	Accounts can only be filed with commercial software, and small and micro companies also file a profit and loss account

Where Lumea comes in.

Lumea Finance sets up the company with you and keeps its books afterwards, so the structure and the bookkeeping are built to fit each other from the first day.

Many of our clients run entities outside the UAE. A UK company next to a UAE company is a combination we know, with the yearly filings on both sides in one calendar.

It starts with a call about your business and where you live. If this jurisdiction is not the right fit for you, we say so.

Common questions.

Do I have to live in the UK to be a director of a UK company?

No. GOV.UK states that directors do not have to live in the UK, but the company must have a UK registered office address.

Can one person set up a UK limited company alone?

Yes. A company can have one shareholder who owns the whole company and acts as its only director. An LLP is different: it needs at least two members.

Do I have to prove my identity, and can I do that from abroad?

Yes to both. Since 18 November 2025 identity verification is a compulsory part of incorporation for directors and persons with significant control. It runs through GOV.UK One Login or through an authorised agent, and the agent route can be used from any country.

Can I use a PO Box as the registered office?

No. The registered office has to be a physical UK address where post reaches someone acting for the company and where delivery can be acknowledged. The address of an accountant, solicitor or agent may be used with their permission if it meets those requirements.

If the company does nothing in the UK, is there still something to file?

Yes. A confirmation statement and annual accounts are due even when the company is dormant. A company that is not doing business is usually dormant for Corporation Tax, but receiving interest or any other income already counts as being active.

Is an LLP taxed like a company?

Normally not. An LLP is normally treated as a partnership for tax, so each member pays tax on their share of the profits. There are exceptions, for example an LLP that does not carry on a business with a view to profit.