A UK limited company is one of the most accessible structures in the world for a non-resident founder — no UK residency is required for directors or shareholders. But 2026 added a step that now trips up almost every overseas applicant: mandatory Companies House identity verification. This guide walks the whole process, costs included.
Quick Answer: What Must Actually Be in the UK?
The headline rule is generous: anyone of any nationality or residence can form a UK limited company, and a non-resident can be both sole director and sole shareholder. There is no requirement for a UK-resident director, no UK bank account needed before formation, and no minimum share capital beyond issuing at least one share. Thousands of Amazon UK, Shopify and services businesses are run exactly this way — the pattern behind many of the sellers in our guide to selling on Amazon UK and Europe.
What must be UK-based is narrower and specific:
- A registered office address in the UK (in the same part of the UK as the company is registered — England & Wales, Scotland, or Northern Ireland). It must be an “appropriate address” where official post will be received and acknowledged — PO boxes are not acceptable.
- Verified identity for every director and person with significant control (PSC) — the new requirement covered next; this is where non-resident applications now succeed or stall.
- Public filings — the company’s details, its PSCs, an annual confirmation statement and accounts exist on a public register. Privacy planning (below) works within that, not around it.
What is not required often surprises founders: you do not need a UK home address for directors (a service address can be shown publicly), you do not need to visit the UK at any point, and formation itself is electronic. The distance problem is not eligibility — it is sequencing and verification, which the rest of this guide handles in order.
The Step Everyone Trips On: Companies House Identity Verification
Under the Economic Crime and Corporate Transparency Act (ECCTA), identity verification became mandatory for new directors and PSCs from November 18, 2025 — part of Companies House’s shift from passive registrar to active gatekeeper. From that date you cannot be appointed as a director of a new company until your identity is verified, and the incorporation itself depends on it. For non-residents this is the step to plan around, not discover mid-application.
There are two routes:
- Direct with Companies House via GOV.UK One Login. You verify using identity documents through the GOV.UK ID-check route (passport-based checking, including many non-UK passports via the app-based route). Successful verification gives you a Companies House personal code — a unique identifier you reuse for every future appointment and filing, so verify once and keep the code safe.
- Through an ACSP. An Authorised Corporate Service Provider — a supervised formation agent or accountant registered with Companies House — can verify your identity to the same standard and file on your behalf. For founders whose documents or circumstances do not fit the app route, or who are forming through an agent anyway, this is usually the smoother path; the agent’s verification is part of their regulated service.
Practical notes from the non-resident side: verify before you pay for anything time-sensitive (the code is needed during incorporation, not after); use exactly the name form on your passport across every document, because mismatched names are the most common verification delay; and if you are adding directors or PSCs later, each of them faces the same requirement. Existing companies were brought into the regime across a transition period tied to confirmation statements — if you formed before November 2025 and have not verified, check your position rather than assuming grandfathering. Verify the current process on GOV.UK before starting, as ECCTA implementation phases are still rolling out through 2026.
The Real Costs in 2026: Official Fees and the Agent Layer
UK formation is cheap by international standards, but the fee landscape changed recently and stale articles mislead. The official position as reported for 2026: Companies House raised the digital incorporation fee to £100 from February 2026 (part of a broader fee revision funding its expanded enforcement role). An annual confirmation statement also carries a filing fee, and same-day or paper routes cost more. Always confirm the live fee on the Companies House fee list on GOV.UK before budgeting — this is the one number in this guide most likely to have moved since publication.
Around the official fee sits the agent layer, where prices genuinely vary and comparison matters:
- Registered office service — a real UK address that receives and forwards your official mail; expect an annual fee, and check whether mail scanning/forwarding is included or per-item.
- Director’s service address — keeps your home address off the public register; often bundled with the registered office.
- Formation package — incorporation filing, digital (and sometimes printed) certificate and articles, first confirmation statement handling, and the ACSP identity verification where needed.
- Accountancy — the real recurring cost of a UK company is not formation but annual accounts and Corporation Tax compliance; price it before you form, not after your first deadline lands.
Total first-year cost for a non-resident using an agent typically lands in the low hundreds of pounds plus accountancy — still inexpensive for a UK trading presence, provided you do not pay twice for overlapping “packages” assembled to look comprehensive. Compare line by line, and remember the pattern from our wider trade work: the cheapest quote that omits the registered-office renewal is next year’s problem arriving by post.
Step by Step: The Formation Sequence That Works
- 1. Decide the structure. Private limited company (Ltd) is the default. Confirm shareholders and split, director(s), and whether any PSC thresholds (broadly, over 25% of shares or voting rights) are triggered for people beyond you.
- 2. Check the name. Search the Companies House index for conflicts and the UK trademark register for collisions — a name you cannot trade under is worse than no name. (Our LLC formation guide makes the same point for the US; the principle travels.)
- 3. Prepare the registered office and service addresses. Your own UK address if you genuinely have one, or an agent’s service arranged in advance — the address goes on the public record from day one.
- 4. Verify identities. Directors and PSCs complete verification via GOV.UK One Login or the ACSP route and collect their Companies House personal codes.
- 5. Assemble the filing. Company name, registered office, SIC code (the standard industrial classification of your actual activity), share capital and statement of capital, articles of association (model articles suit most simple structures), and the PSC details.
- 6. File and receive the certificate. Digital incorporation is normally processed quickly once verification is complete — the certificate of incorporation and company number are your proof of existence for banks and marketplaces.
- 7. Register for taxes and set up banking — the next section. Formation without these two steps is a certificate, not a business.
One sequencing trap worth naming: marketplaces and banks will ask for the company number, certificate, and often proof of the registered office, in that order — so keep the formation documents organised as a pack from the first day. Sellers pairing a UK company with UK/EU marketplace selling will find the operational half of the story in our UK/Europe selling guide linked earlier.
After Formation: Corporation Tax, VAT and Banking for Non-Residents
Corporation Tax. A UK company must register with HMRC for Corporation Tax within three months of starting to trade (trading includes buying and selling, advertising, and employing — most active companies qualify immediately). You will receive a Unique Taxpayer Reference (UTR) by post to the registered office — one more reason that address must be real and monitored. Accounts go to Companies House and a tax return to HMRC on their own cycles; diarise both at formation, because late-filing penalties are automatic and indifferent to your time zone.
VAT. Registration becomes compulsory when UK taxable turnover passes the VAT threshold — £90,000 in a rolling 12 months at the time of writing (verify the current threshold on GOV.UK; it is reviewed in Budgets). Non-established sellers face an important exception: if you are an overseas seller holding goods in the UK for sale to UK customers, VAT registration is generally required from the first sale regardless of the threshold, and marketplaces may collect VAT on your sales under the post-Brexit rules for imported goods. This single point changes the economics of UK entry for many overseas sellers — model it before your first shipment, ideally with the landed-cost discipline from our global trade team’s work.
Banking. High-street business accounts for companies with no UK-resident director are possible but slow and often declined; most non-resident founders operate through fintech business accounts (multi-currency providers such as Wise and similar, plus UK challenger banks whose criteria vary) that accept non-resident directors with the certificate, company number and verified ID. Expect enhanced due diligence — proof of trading activity, website, supplier invoices — and open the account with documents ready rather than arguing with an upload portal. If your trade involves importing vehicles or machinery into the UK, our Japan-to-UK car import guide shows the kind of UK-side structure those businesses pair with a Ltd.
UK Ltd vs US LLC for an Overseas Seller: An Honest Comparison
Founders often ask us to pick between this and the US structure covered in our US LLC formation service. The honest answer is that they solve different problems:
- Choose the UK Ltd when your customers, stock or marketplaces are UK/EU-facing; when suppliers and platforms expect a UK company number; when you want a public-register presence that UK partners find reassuringly transparent; and when UK banking/fintech in GBP is the operational need.
- Choose the US LLC when your market is the US; when Stripe US, US marketplaces and US banking are the goal; and when the disregarded-entity tax posture (with the Form 5472 discipline covered in our compliance guide on this site) fits your situation in your home country.
- Choose both when you genuinely trade on both sides of the Atlantic at volume — and not before, because every structure carries its own annual filings, accounts and deadlines. Two half-maintained companies are worse than one impeccable one.
Tax outcomes depend on your residence, treaty position and where the business is actually managed — a point no guide can settle generically. Get advice for your facts before forming, keep the structure you choose in visibly good standing, and revisit the choice when the business changes shape. If you want a team that works on both sides of this comparison daily, ZAXIUS runs offices in the UK and works with US formation daily — start with our free audit and we will tell you plainly which structure your next stage actually needs.
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