From Companies House to First Invoice: A UK Setup Guide

The hardest part of forming a UK company from abroad is not the filing. It is the sequencing. Founders who incorporate before they understand the registered office, the PSC register, banking constraints and VAT timing tend to spend their first six months unwinding small mistakes. Founders who plan the order tend to send their first invoice in weeks.

This is a brief editorial map of that order — written for overseas founders who want to do it properly, once.

Ltd or LLP: which structure fits the plan

Most overseas founders default to a private company limited by shares (the familiar "Ltd"). It is the right answer for most operating businesses, SaaS companies, trading entities and holding structures. Shareholders' liability is capped at the value of their shares, profits are taxed at UK corporation tax rates, and dividends can be paid out of distributable reserves.

A Limited Liability Partnership (LLP) is a different animal. It is tax-transparent — the LLP itself does not pay corporation tax; members are taxed on their share of profits. LLPs are common for professional services partnerships (law, accountancy, consulting) and for certain joint ventures where partners want flexibility over profit-sharing without a rigid share structure. For an overseas founder, however, an LLP carries personal UK tax filing obligations for each member, which can be inconvenient if you have no other UK footprint.

A short rule of thumb:

• Building a product or trading business, raising capital, hiring? Ltd.
• Running a professional partnership with clear, identifiable members who want pass-through taxation? LLP.
• Unsure and may want to issue shares to investors later? Ltd, almost always.

Companies House: what you actually file

UK Ltd incorporation is handled by Companies House and is unusually fast by international standards — often within 24 to 48 hours for a standard online application. The information you provide is largely public. Plan for that from the start.

You will need:

1. A company name that is not already taken and does not include restricted words without permission.
2. A registered office address in the UK — this is the official address for statutory correspondence from Companies House and HMRC. It must be a real address in the jurisdiction of incorporation (England & Wales, Scotland, or Northern Ireland), and it appears on the public register.
3. A service address for each director and PSC. This can be different from their residential address; the residential address is collected but not made public.
4. At least one director (a natural person, aged 16 or over). There is no UK residency requirement for directors, though banks will care.
5. Subscribers and initial shareholdings, with a simple statement of capital.
6. Articles of association — most companies adopt the model articles and amend later if needed.
7. A SIC code describing the company's principal activity.

The registered office question trips up overseas founders most often. A residential address abroad will not work. Many founders use a professional service address; the key is to choose one where statutory mail will actually be read, scanned and acted on — missed Companies House correspondence is how good companies end up struck off the register.

The PSC register: who really controls the company

Since 2016, every UK company has been required to keep a register of Persons with Significant Control. The PSC register is public and exists to make beneficial ownership transparent. You file the initial PSC information at incorporation and update it whenever control changes.

A person is generally a PSC if they meet one or more of these conditions:

• Hold, directly or indirectly, more than 25% of the shares.
• Hold, directly or indirectly, more than 25% of the voting rights.
• Have the right to appoint or remove a majority of the board.
• Otherwise exercise significant influence or control.

For overseas founders, two points matter. First, the PSC analysis looks through nominee or holding structures — naming a nominee shareholder on the share register does not hide the real PSC. Second, deliberately failing to maintain accurate PSC information is a criminal offence. If your cap table involves an offshore holding company, family trust or layered shareholding, do the PSC analysis before you file, not after.

VAT: when registration becomes compulsory

UK VAT registration is not automatic on incorporation. You must register when your taxable turnover crosses the VAT registration threshold over a rolling 12-month period, or when you reasonably expect to cross it within the next 30 days. The threshold is set by HMRC and reviewed periodically, so check the current figure rather than relying on memory.

Three nuances overseas founders should know:

• Voluntary registration is available below the threshold and is often sensible for B2B companies that want to reclaim input VAT on UK costs.
• Non-established taxable persons — businesses with no UK establishment making taxable supplies in the UK — can face a nil registration threshold in some circumstances. If your structure is borderline, get specific advice.
• Digital services, marketplaces and imports have their own VAT rules that interact awkwardly with the standard regime. Sequencing matters: register before, not after, your first significant UK invoice if you expect to be over the threshold.

Banking: the real bottleneck

Incorporation takes 48 hours. A bank account can take eight weeks — or be refused outright. For non-resident founders this is now the single largest practical obstacle to operating.

The realistic options:

1. UK high street banks. Possible if a director has UK residency, a UK address history and can attend a branch. Difficult without all three.
2. UK digital banks and e-money institutions (Wise, Revolut Business, Tide, Airwallex and similar). Faster onboarding, multi-currency by design, well-suited to overseas founders. Read the fine print on what is a bank account versus an e-money account, especially around FSCS protection.
3. International banks with UK arms, where you already have a relationship in your home jurisdiction. Often the smoothest route if you can introduce the UK entity through an existing private or business banking relationship.

Whichever you choose, prepare a clean pack: certificate of incorporation, articles, PSC information, proof of address for each director and PSC, a plausible description of the business, and expected transaction flows. Vague applications fail.

FAQ

Do I need a UK-resident director to incorporate a UK Ltd? No. UK company law does not require any director to be UK-resident. However, UK banks frequently do require it in practice, which is why banking is usually planned alongside, not after, incorporation.

If I own my UK Ltd through an offshore holding company, who goes on the PSC register? You look through the holding company. If the holding company itself meets the PSC conditions and is itself subject to equivalent disclosure (a "relevant legal entity"), it is recorded as an RLE; if not, you must identify and register the underlying individuals who ultimately control the chain.

Can I invoice UK customers before VAT registration? Yes, if you are below the threshold and not otherwise required to register. You simply do not charge VAT and do not show a VAT number on the invoice. Monitor your rolling 12-month turnover monthly so you do not miss the registration trigger.

If you would like a single team to handle the incorporation, registered office, PSC analysis, VAT registration and banking introductions in one sequence, Serene Jade's Enterprise Landing service is built for exactly this corridor.