Registering a New Company as a Non UK Resident
According to a recent report published by The Telegraph, 46 per cent of all the companies based in the City of London are owned by foreign investors. Non UK residents also own an important amount of smaller companies across the country, as start up costs are relatively low and the registration process does not take long. If you are considering venturing into business in the United Kingdom as a non resident, this guide will answer all your questions.
What types of companies should be registered?
The most popular (and often most straightforward) type of company that non residents choose to set up in the United Kingdom is the private limited company. This business arrangement requires that at least one person is appointed as a director and that there is at least one shareholder (also referred to as a member or subscriber), which may or may not be one of the directors. According to British law, every private limited company that operates in the UK is subject to registration, regardless of whether the owner is a resident or not.
Why should you register your company?
As it has been mentioned above, registration is mandatory for all private limited companies based in the UK. Having a registered company also facilitates taxation, as limited companies must pay corporation tax, and in order to do that a unique company registration number is required. To sum up, if you wish to legally run a private limited company in the UK, going through the registration process is a must.
What does the registration process involve?
In the UK, the company registration process is also known as incorporation. All company registrations are handled by the Companies House, an agency that depends on the Department for Business, Innovation, and Skills. The Companies House has three offices throughout the UK, which handle business registrations in different geographical areas. If your company is based in England or Wales, you must register with the Cardiff office. Companies that are based in Scotland must register with the office in Edinburgh, and those in Northern Ireland should contact the Belfast office.
To start the registration process, you will need to gather the following documents: a memorandum of association (which should outline information about the company's shares), and the articles of association (where you should provide a description of all the rules relevant to the company's functioning). You can download a standard copy of the articles of association from https://www.gov.uk/limited-company-formation/articles-of-association.
Pro-forma memorandums of association are available from http://www.companieshouse.gov.uk/forms/introduction.shtml.
However, if you decide to make modifications to the standard wording of these documents you will need to fill in an additional form, known as IN01, which can be downloaded from http://www.companieshouse.gov.uk/forms/formsContinuation.shtml#IN01.
In addition, you will need to provide the details of the company's director/s and shareholder/s. It is not necessary to appoint a company secretary prior to registration. You must also provide the company's full name and its registered UK address. Having an official UK address as a non resident can prove to be a problem, but since this is an essential registration requirement, most business owners choose to hire the services of a specialised company formation agency or an accountant. For an annual fee, these professionals can provide you with a physical UK address that you can legally use as part of the registration process.
Once you have gathered the required documentation, you can send your application to the Companies House via regular mail, or start the registration process online. You must keep in mind that if you are using a modified version of the articles of association, the online registration process will not be available to you.
Staff at the Companies House will review your documents and if every is in order, they will issue a certificate of registration or incorporation certificate.
How much does it cost to register a company as a non UK resident?
The cost for registering a company in the UK is the same, regardless of whether the owners are British residents or not. Online registrations cost £15, paper registrations cost £40, and same-day registrations (which must be submitted by 3pm) are available at a fee of £100.
What are the processing times?
If you submit your registration application online, you can expect your documents to be processed within 48 hours. Paper applications take longer, so you should allow between 8 and 10 days before receiving your certificate of registration.
You can find the contact details of the Companies House at http://www.companieshouse.gov.uk/contact/
Further information on UK legislation and different matters affecting limited companies can be found at http://www.companieshouse.gov.uk/about/guidance.shtml
For tips and guidance on how to fill in form IN01, visit http://www.companieshouse.gov.uk/infoAndGuide/companyRegistrationPaper.shtml