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UK Company Formation for Non-Residents

Overview

Establishing a business in the United Kingdom is common with company owners residing outside the United Kingdom due to low cost of set up and easy incorporation process. In order to form a company in the United Kingdom the following information will be required:

  • A company director who is minimum 16 years of age
  • A company shareholder
  • A United Kingdom registered office address
  • A unique name of the company (one which has not been used earlier)

Requirements for registering a company in the UK

Any individual can form a company in the United Kingdom, however, age of the directors must be above 16 years. If an individual desires to form a United Kingdom listed business limited by shares, he/she will require the following:

  • Minimum of 1 shareholder and 1 director (both can be the same person) and the company can have more shareholders and director
    • Shareholders and Directors can be corporate which means a different limited business can be selected as a Director
    • Of the multiple Directors appointed by a business, a minimum of 1 natural person should be appointed as a Director
    • There is no obligation for shareholders and directors to be United Kingdom residents
  • An individual should be able to provide address of a Registered Office in the United Kingdom
  • Provide information about the issued share capital which can be as less as £1

Value added tax (VAT) listing for businesses managed by non-United Kingdom residents

As a non-resident titleholder of a United Kingdom business, an individual might find it tough to list a business for VAT in case he/she does not have appropriate trading location in the United Kingdom. HM Revenue and Customs (HMRC) does not treat a virtual mail address or Registered Office as a business institution. Nevertheless with United Kingdom registration, a business will be categorised as a ‘non-established taxable individual’

Certificate of Incumbency

Certain non-UK residents might require a ‘Certificate of Incumbency’, however, the United Kingdom Administration organisations are not formally well acquainted with this term nor do they issue any document by this name. In order to create a document such as a ‘Certificate of Incumbency’, the document will have it certified, however, it will not be give out by a government organisation. The closest substitute to ‘Certificate of Incumbency’ is a ‘Certificate of Good Standing’

‘Certificates of Good Standing’ are given out by Companies House and authorise that a business’s statutory filings are updated to the current date, and no action will be taken against the organisation. The Certificate will also authorises the Company number, name of the company and date of Incorporation. Other information included in the certificate are: information about subscribers to the memorandum, details of company directors, share capital of the business, and the Registered Office address. If an individual wishes to get a ‘Certificate of Good Standing’, he/she will have to notify their consultant to make available a certificate

Document Legalisation

A non-United Kingdom resident might require to get a certificate Apostilled, that wasn’t given out by a Government Organisation. In such a scenario, the certificate will first need to be endorsed by a lawyer or notary. Usually, consultants make such arrangements so that it is easy for the business and their fee take account of the cost of lawyer or notary

Articles of Association, Objects clause, and the Memorandum of Association

Commonly, establishments formed in the United Kingdom use the Memo of Association and Articles of Association enclosed under the Companies Acts 2006. They are the constitution of the company. One noteworthy element of the Memo and Articles are the exclusion of an ‘Objects clause’. The previous Companies Act detached the necessity to include the objects of the business in its composition

The exclusion of an objects section can create issues in ‘out of the country’ authorities. Business owners who intend to start a subdivision/branch office outside the United Kingdom over and over again have to provide a copy of the business’s constitution to get consent. Establishments may assertion that an objects clause is inscribed into the constitution

Both, articles of association and memorandum of association, are obligatory for a business established in the United Kingdom under the Companies Act 2006 and earlier Companies Acts:

  • The Articles of Association defines how the business is owned, run, and governed
  • The Memorandum of Association is the manuscript that sets up a corporation

Certifying Model Articles of Association

The process of creating a business online comprises of informing the Companies House that the recently created company will accept Articles of Association. Companies House does not have a certificate they can confirm, hence, business owners who need an authorised guarantee of their Articles of Association must produce their own certificate that can be uploaded with the automated submission to create a company. Post the submission of documents, Companies House can be asked to officially state the provided document

UK Jurisdiction of company formation

Companies House has divided the United Kingdom into 3 authorities; Northern Ireland, Scotland, and the combined authority of England and Wales. The jurisdiction of an organisation is determined by the location of Registered Office of the company. Although a business can have places of business in every jurisdiction, the Registered Office must be in the authority of registration

FAQs

What is the Registered Office?

Registered Office is the authorised address for a business and where authorised mail from HMRC and Companies House are sent. It is not imperative for the company to be based at or operating from this address. The only condition is that all official mail received at this address must be forwarded onto the company director/s

Is it possible for an individual to set up a United Kingdom limited company if he/she live outside of the UK and are not a UK national

Yes, it is possible to set up a company as long as an individual is above 16 years of age and not presently declared bankrupt. However, the company will need a United Kingdom Registered Office address

Is it mandatory to appoint a company secretary

No, it is not mandatory to appoint a company secretary in the United Kingdom as it is not a legal requirement

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