The UK has no general foreign-ownership restriction or investment licence: most foreign businesses incorporate a private limited company at Companies House or register a UK establishment of their overseas company. Since 18 November 2025 every director and person with significant control must have their identity verified with Companies House. Acquisitions in 17 sensitive sectors need government approval before completion under the National Security and Investment Act 2021.
Choosing a vehicle
A private company limited by shares is the usual choice. It needs at least one director aged 16 or over, a UK registered office, and no company secretary. Directors can live outside the UK, which makes a subsidiary straightforward to run from a foreign head office.
An overseas company can instead trade through a UK establishment (branch). It must file form OS IN01 within one month of opening for business. A branch is not a separate legal person, so the parent is directly exposed to UK liabilities and the branch's profits are taxed in the UK as a permanent establishment.12345
Identity verification and transparency under the Economic Crime and Corporate Transparency Act
The Economic Crime and Corporate Transparency Act 2023 changed Companies House from a passive register into one that checks who is behind companies. Every company now needs an appropriate registered office address (not a PO Box), a registered email address and a lawful-purpose statement; Companies House targeted 4 March 2024 for these changes.
Identity verification became mandatory on 18 November 2025. New companies cannot be incorporated without each director's personal code. Existing directors supply their code with the next confirmation statement; people with significant control who are not directors do so within the first 14 days of their birth month. Verification for filers, limited partnerships and corporate officers is still listed as a future phase without dates, so foreign groups should plan for further requirements.678910
Beneficial ownership
Every company must keep a public register of people with significant control: individuals holding more than 25% of shares or votes, able to appoint or remove a board majority, or otherwise exercising significant influence or control. The register can never be blank, and changes are reported within 14 days. For a foreign parent, the analysis runs through the group chain to the individuals or registrable legal entities at the top.11
Investment screening
The National Security and Investment Act 2021 requires mandatory notification before acquiring more than 25%, more than 50% or 75% or more of an entity active in 17 sensitive sectors, such as defence, energy, data infrastructure and artificial intelligence. A deal completed without approval is void, and penalties can reach 5% of worldwide turnover or £10 million. In March 2026 the government confirmed changes to the sector definitions, including a new water schedule, but had not set a commencement date by the check date.121314
| Option | Registration | Key points |
|---|---|---|
| Private limited company (subsidiary) | Companies House incorporation; £100 online | At least one director aged 16+; no UK residence needed; UK registered office; separate legal person |
| UK establishment of an overseas company (branch) | Form OS IN01 within one month of opening; £124 | Not a separate legal person; parent exposed to liabilities; branch profits subject to corporation tax |
| Acquisition of a UK company | NSI Act notification if in a mandatory sector and a threshold is crossed | Void if completed without approval in mandatory cases |
How it works, step by step
- Verify the identity of each proposed director and person with significant control and obtain their Companies House personal codes6Companies House (directly or through an authorised corporate service provider)
- Prepare the company name, articles, share capital, registered office (appropriate address), registered email address and PSC details1110Company founders
- Incorporate online and pay the £100 fee, confirming the lawful purpose statement1510Companies House
- Register for corporation tax, VAT (if required) and PAYE51617HM Revenue & Customs
- If acquiring an existing business in a sensitive sector, notify and await approval before completion12Cabinet Office (Investment Security Unit)
No timings or fees are shown unless an official source states them.
Documents usually needed
- Articles of association (model articles or bespoke)
- Companies House personal codes for each director and person with significant control
- Details of the registered office (appropriate address) and registered email address
- Shareholder and PSC information, including the chain of ownership for corporate shareholders
- For a branch: form OS IN01 with the parent's constitutional documents and accounts as listed on the form
Common mistakes
- Assuming a nominee or formation agent removes the need for directors and PSCs to verify their identity.
- Using a PO Box or an address with no way of receiving and acknowledging documents as the registered office.
- Leaving the PSC register blank or listing the immediate foreign parent without checking whether it is a registrable legal entity.
- Signing and completing a share deal in a sensitive sector before NSI Act clearance, which makes the acquisition void.
- Trading through a branch for months without filing OS IN01 within the one-month deadline.
When the business crosses borders
- Foreign directors must complete Companies House identity verification; check which identity documents and routes are accepted for non-UK nationals.
- A foreign parent's constitutional documents may need certified translations when registering a UK establishment.
- NSI Act thresholds apply to indirect acquisitions, so a change of control at foreign group level can trigger a UK filing.
- Group structures with trusts or nominee arrangements need careful PSC analysis, because control through a trust or firm is a separate condition.
Questions businesses ask
Does a UK company need a UK-resident director?
No. Directors can live abroad, but the company must have a UK registered office address and each director must verify their identity.26
Should we use a branch or a subsidiary?
A subsidiary is a separate company with its own liability; a UK establishment (branch) is part of the overseas company, must be registered within one month of opening, and its UK profits are subject to corporation tax.45
Do existing directors need to verify now?
Existing directors give their personal code with the company's first confirmation statement filed after 18 November 2025, so the timing depends on the company's review period.7
What this guide does not yet confirm
These points need checking with a qualified local professional in the United Kingdom before you rely on them.
- Minimum share capital and public company requirements were not checked against an opened source.
- Effective date of the current Companies House fee levels is not stated on the fees page.
- Timing for identity verification of filers, limited partnerships and corporate officers had not been announced at the check date.
- Commencement of the revised NSI Act mandatory sectors (water, critical minerals, semiconductors) was not confirmed; check for new regulations before relying on the 17-sector list.
- Scottish limited partnership and LLP specific rules were not researched.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
A private limited company must have at least one director, and a director must be 16 or over. Private limited companies. Disqualified directors and undischarged bankrupts need court permission to act.
Directors do not have to live in the UK, but the company must have a UK registered office address. Private limited companies.
A private limited company does not need a company secretary. Private limited companies; public companies are not covered by this statement.
An overseas company that opens a UK establishment must send form OS IN01 to Companies House within one month of opening for business, with a £124 fee. Overseas companies with a UK branch or place of business.
Corporation tax is paid by UK limited companies and by foreign companies with a UK branch or office. Clubs, co-operatives and other unincorporated associations are also within scope.
Identity verification for directors and people with significant control became a legal requirement at Companies House on 18 November 2025. Introduced under the Economic Crime and Corporate Transparency Act 2023. New incorporations must include each director's Companies House personal code.
Existing directors must provide their Companies House personal code with the company's next confirmation statement filed after 18 November 2025. Directors appointed before 18 November 2025. A person who directs several companies must do this for each company. Overseas companies must confirm all directors are verified by the anniversary of their UK establishment's registration.
Existing people with significant control who are not directors must provide their personal code within the first 14 days of their birth month; new people with significant control must do so within 14 days of being added. PSCs who are also directors of the same company provide the code within 14 days starting the day after the confirmation statement date.
Identity verification has not yet been extended to people who file at Companies House, limited partnerships, corporate directors or corporate members of LLPs; Companies House lists these as future phases without dates. Status as stated on the Companies House page on the check date. Businesses filing for clients will in future need to register as authorised corporate service providers.
No commencement dates were published for these phases at the check date.
Under the Economic Crime and Corporate Transparency Act 2023 every company must have an appropriate address as its registered office (a PO Box is not allowed), give Companies House a registered email address, and confirm it is formed for a lawful purpose. Economic Crime and Corporate Transparency Act 2023 measures. Existing companies supply the registered email address with their next confirmation statement.
The blog post was written in advance and described 4 March 2024 as a target date dependent on secondary legislation; actual commencement was not confirmed on a separate opened page.
A person with significant control is someone who holds more than 25% of the shares or voting rights, can appoint or remove a majority of the board, or exercises significant influence or control. Companies keep a PSC register at Companies House that is public and can never be blank; changes are generally reported within 14 days.
Acquisitions of more than 25%, more than 50% or 75% or more of the shares or votes in a qualifying entity active in one of 17 sensitive sectors must be notified to and approved by the government before completion under the National Security and Investment Act 2021. Mandatory sectors include advanced materials, artificial intelligence, communications, critical suppliers to government, data infrastructure, defence, energy, military and dual-use, quantum technologies and transport. Acquiring votes that allow passing or blocking any class of resolution is also a trigger.
A notifiable acquisition completed without approval under the National Security and Investment Act 2021 is void, and civil penalties can reach 5% of worldwide turnover or £10 million, whichever is greater. Criminal penalties also apply. Retrospective validation can be sought.
The government confirmed in March 2026 that it will revise the mandatory sectors (new water schedule, standalone critical minerals and semiconductors schedules, narrower AI and communications schedules) through secondary legislation, with no commencement date announced. Status at the check date; the current 17-sector regime applies until amending regulations are made.
A law-firm alert of July 2026 also reported no commencement timing; check for laid regulations before relying on the current sector list.
Registering a private limited company with Companies House costs £100 online or through software and £124 on paper. Private companies limited by shares or guarantee; fees as listed on the Companies House fees page on the check date.
The page does not give the date from which these fees apply; it was updated 25 September 2026.
A UK-established business must register for VAT when taxable turnover for the last 12 months goes over £90,000, or when it expects to exceed £90,000 in the next 30 days. Registration is due within 30 days of the end of the month in which the threshold was crossed (12-month test) or by the end of the 30-day period (forward-looking test).
A business based outside the UK must register for VAT regardless of turnover if it supplies goods or services in the UK, or expects to within 30 days. Non-established taxable persons. Exemption from registration is available only if all taxable supplies are zero-rated.
Questions on this topic
14 statements on entry, investment and company formation in the United Kingdom
