Setting Up a UK Subsidiary
What Overseas Groups Need to Know
Our UK Company Formation Services
We offer a complete end-to-end service to help you form a UK subsidiary smoothly and with confidence. Our services include:
- Company incorporation (UK limited company, typically within 24-48 hours of receiving required information)
- Provision of registered office address (including forwarding of official mail)
- Advice on share capital structure and intercompany financing
- Preparation of initial statutory registers and first board resolutions
- Support with tax registrations (Corporation Tax, VAT, PAYE)
- Post-incorporation compliance and corporate compliance services
Our company formation services are designed specifically for non-UK resident shareholders and directors. We ensure that your company is legally and administratively ready to operate as quickly as possible.
What You Need to Think About
1. Company Incorporation
Incorporating a UK limited company is a quick process. Once we receive your completed onboarding form and ID documents, we can typically form the company within 1-2 business days.
2. Registered Office Address
Every UK company must have a registered office address. This is where government agencies such as HMRC and Companies House send official correspondence. Using your accountant’s address, such as ours, ensures that critical documents are received and handled promptly.
3. Bank Account Setup
This can be one of the more time-consuming steps, especially if your company has only non-UK resident directors. We recommend:
- Speaking to your group’s house bank (if they have a UK presence)
- Considering online banks like Wise or Revolut, who we know from experience may support UK companies with non-resident directors (note: no commercial link or endorsement)
Be prepared: setting up a UK bank account can take weeks, sometimes months.
4. Financing the Company
You can fund the UK subsidiary via:
- Share capital: There is no legal minimum, and companies can be set up with just GBP 1. However, you may choose a higher amount for commercial or reputational reasons. Share capital is not easily withdrawn.
- Intercompany loans: Offers greater flexibility but introduces tax complexities such as interest withholding tax and thin capitalisation risk. Learn more about cross-border loan financing and thin capitalisation.
We will guide you through:
- Choosing the right level of share capital
- Preparing appropriate resolutions
- Ensuring financing is tax-compliant
5. Corporate Tax Residence Considerations
While UK companies do not legally need UK resident directors, or to hold board meetings in the UK, tax residence is determined by where the Place of Effective Management (POEM) occurs.
This has major implications for:
- UK Corporation Tax obligations
- Risk of dual residence
- Application of the tie-breaker clause in double tax treaties
Our corporate tax specialists will work with your group to assess:
- Where the company is tax resident under UK domestic rules
- Whether it may also be tax resident elsewhere
- Whether UK or foreign residence prevails under double tax treaty provisions
FAQs
Once we receive all necessary information and documentation, we can usually form the company within 24-48 hours.
No, a UK company does not need a UK-resident director, but there may be tax advantages in having one. We can advise on this.
There is no minimum legal requirement for the amount of share capital a private limited company in the UK must have. Private limited companies can be formed with as little as one share. public limited companies (PLCs) do have a minimum share capital requirement of GBP 50,000. However, there may be commercial reasons to use a higher amount.
Yes. Intercompany loans are common, but you must consider UK rules on interest deductibility and withholding taxes. We will guide you through this.
This can be challenging. We recommend starting with your group bank if they have a UK branch. Online providers such as Wise or Revolut may also be an option.
Yes, you can issue more shares after incorporation. We can help you with the required filings and resolutions.
That depends on where the central management and control (POEM) is located. We will assess your structure and advise on residency and double tax treaty implications.
Contact Our Experts
Ready to set up your UK subsidiary? Contact us for a tailored quote and support throughout the incorporation and compliance process.
Caroline Peverett
Director
Head of Accounting & Audit
Stacey Stretton
Associate
Audit & Corporate Compliance