UK Company Incorporation

A UK private limited company (‘Ltd’) is one of the most accessible and globally credible structures for Indian entrepreneurs. There is no UK residency requirement for directors or shareholders, no minimum share capital, and incorporation is usually completed online within about 24 hours through Companies House. Corporation Tax runs from 19% to 25% on profits, and a UK ‘Ltd’ with a London address is recognised by banks and clients worldwide. A major change now applies: from 18 November 2025, directors and people with significant control must verify their identity. Samkhya handles the full incorporation and identity-verification process.

UK Company Formation: A Detailed Guide

Most international founders set up a private company limited by shares (‘Ltd’) under the Companies Act 2006, registered at Companies House, the UK registrar. There is no requirement for any director or shareholder to be a UK resident or national, so the company can be owned and run entirely from abroad, but a physical UK registered office address is mandatory (PO-box-only addresses have been banned since March 2024). Incorporation is filed online using Form IN01 and is usually approved within 24 hours, with just one share of GBP 1 and no minimum capital. A significant change applies from 18 November 2025: under the Economic Crime and Corporate Transparency Act 2023, all new directors and people with significant control must verify their identity before they can be registered.

Advantages of a UK Company

A UK company offers strong advantages:

  • No Residency Requirement: Directors and shareholders can be of any nationality and live anywhere, with full overseas ownership allowed.
  • Fast, Low-Cost Setup: Online incorporation is typically completed within 24 hours, with no minimum share capital.
  • Global Credibility: A UK ‘Ltd’ with a London address is recognised by banks, payment processors, and enterprise clients worldwide.
  • Limited Liability: Shareholders’ liability is limited to the nominal value of their shares.
  • Competitive Tax: Corporation Tax starts at 19% for small profits, and income can be drawn as a salary-and-dividend mix.
  • Trusted Legal System: The UK’s common-law framework is accepted across virtually every major commercial jurisdiction.

Considerations and Limitations

A UK company also has points to plan for:

  • Identity Verification: From 18 November 2025, all directors and PSCs must verify their identity via GOV.UK One Login or an Authorised Corporate Service Provider before registration.
  • UK Registered Office: A genuine physical UK address is mandatory; PO-box-only addresses are not accepted.
  • Tax Residency Nuance: A UK company managed and controlled from abroad may not be UK tax resident, which needs careful professional assessment.
  • Ongoing Filings: A Confirmation Statement, annual accounts (even if dormant), and a CT600 Corporation Tax return must be filed each year.
  • Banking: Opening a UK high-street account remotely can be difficult; many non-residents use digital banks such as Wise or Revolut.
  • Penalties: Failing to verify identity or file on time can block filings, trigger penalties up to GBP 5,000, and lead to strike-off.

Minimum Requirements for Incorporation

To incorporate a UK company, you generally need:

  • Company Name: A unique name that complies with Companies House naming rules.
  • Director: At least one director aged 16 or over, of any nationality or residence.
  • Shareholder: At least one shareholder, who can be the same person as the director.
  • Registered Office: A physical UK address for official correspondence.
  • Share Capital: At least one share, typically GBP 1 nominal value, with no minimum capital.
  • Identity Verification: Verification for all directors and PSCs (from 18 November 2025), plus a PSC register for anyone holding over 25%.

Eligibility Criteria

The UK is open to foreign founders:

  • Indian nationals and other foreign founders can own and direct a UK company, with no UK residency or nationality requirement.
  • A single person can be both the sole director and the sole shareholder.
  • Both individuals and companies can be shareholders, allowing subsidiary structures.
  • There is no minimum capital; one share of GBP 1 is sufficient.
  • A physical UK registered office address is required in every case.

Companies House and the Registration Process

UK companies are registered at Companies House, the official UK registrar, under the Companies Act 2006. The process is to choose a compliant name, prepare a Memorandum and Articles of Association, and file Form IN01 online with details of the directors, shareholders, share capital, registered office, and people with significant control. Online applications are usually processed within 24 hours (a same-day option is available), after which Companies House issues the Certificate of Incorporation and a company number. From 18 November 2025, identity verification under the ECCTA must be completed, directly through GOV.UK One Login or via an Authorised Corporate Service Provider, before a new director’s appointment or incorporation can be registered. The online incorporation fee rose from GBP 50 to GBP 100 on 1 February 2026.

Documents Required

For Directors and Shareholders:

  • Passport or photo ID and proof of address for identity verification.
  • Details of any person with significant control (over 25% of shares or votes).
  • A service address and residential address for each director.

For the Company:

  • The proposed company name and the SIC code describing the business activity.
  • The Memorandum and Articles of Association.
  • The registered office address and the share capital and shareholding structure.

UK Company Formation Process

UK company formation follows a clear sequence:

  1. Choose a compliant company name and your SIC business-activity code.
  2. Prepare the Memorandum and Articles of Association.
  3. Secure a physical UK registered office address.
  4. Complete identity verification for all directors and PSCs (from 18 November 2025).
  5. File Form IN01 online with Companies House and pay the fee.
  6. Receive the Certificate of Incorporation and company number, usually within 24 hours.
  7. Register for Corporation Tax with HMRC within three months of starting to trade.
  8. Register for VAT if turnover will exceed GBP 90,000, and open a business bank account.

Set up your UK Company with Samkhya

Setting up your UK company with Samkhya Corporate Services is simple. Just follow these easy steps:

  • Tell us your plan: Share your business activity, directors, and shareholding structure.
  • Provide your details: Send passports and proof of address for identity verification.
  • Fill the form: Complete our online form and we prepare the incorporation documents.

From there, our team coordinates the registered office, identity verification, IN01 filing, and HMRC registrations.

Ongoing Compliance in the UK

A UK company must keep up with annual and tax compliance:

  • Confirmation Statement: File an annual Confirmation Statement with Companies House to confirm the company’s details.
  • Annual Accounts: File annual accounts each year, including dormant accounts for non-trading companies.
  • Corporation Tax Return: File a CT600 with HMRC and pay Corporation Tax 9 months and 1 day after the period ends; register within 3 months of trading.
  • VAT Returns: If VAT registered, file periodic VAT returns at the 20% standard rate.
  • Identity Verification: Ensure all directors and PSCs are verified; existing directors must verify by 17 November 2026.
  • PSC Register: Keep the register of people with significant control up to date.

Tax in the UK

UK Corporation Tax is charged on profits, not turnover, at 19% for profits up to GBP 50,000 and 25% for profits above GBP 250,000, with Marginal Relief tapering the rate between the two thresholds (an effective marginal rate of about 26.5%). Corporation Tax is due 9 months and 1 day after the end of the accounting period, and the company must register with HMRC within three months of starting to trade. VAT applies at a standard rate of 20%, with registration mandatory once taxable turnover exceeds GBP 90,000 in any rolling 12-month period; a non-established business making UK supplies must register immediately. A UK company whose central management and control sits outside the UK may not be UK tax resident, which requires specialist advice, and non-resident directors should consider their own home-country tax position. Indian founders should also review Indian tax and FEMA implications of owning the UK company.

Business Structure Comparison Table

Feature Sole Trader Limited Company (Ltd) LLP
Legal Status No separate entity. Separate legal entity. Separate legal entity.
Liability Unlimited personal liability. Limited to shares. Limited to contribution.
Taxation Income Tax on profits. Corporation Tax 19-25%. Partners taxed individually.
Owners One individual. 1+ shareholders, any nationality. 2+ members.
Credibility Lower. High; globally recognised. Professional partnerships.
Registered At Not at Companies House. Companies House. Companies House.
Best For Small local trade. Most businesses and founders. Professional firms.

Frequently Asked Questions

Do I need to live in the UK to set up a company?

No. There is no UK residency or nationality requirement for directors or shareholders, so a UK company can be owned and run from abroad. You do need a physical UK registered office address.

What is the new identity verification rule?

From 18 November 2025, under the ECCTA 2023, all new directors and people with significant control must verify their identity with Companies House, via GOV.UK One Login or an Authorised Corporate Service Provider, before they can be registered.

How much is UK Corporation Tax?

It is 19% on profits up to GBP 50,000 and 25% on profits above GBP 250,000, with Marginal Relief in between. It is charged on profits, not turnover.

How long does UK incorporation take?

Online incorporation through Companies House is usually completed within about 24 hours, with a same-day option available.

When do I need to register for VAT?

Registration is mandatory once taxable turnover exceeds GBP 90,000 in any rolling 12-month period; the standard VAT rate is 20%. A non-established business making UK supplies must register immediately.

Can a non-resident open a UK business bank account?

Opening a high-street account remotely can be difficult, so many non-resident founders use digital banks such as Wise or Revolut alongside their UK company.