The UK is among the easier developed markets to enter: a company can be incorporated in a day, there is no minimum capital requirement, no residency requirement for directors, and no general restriction on foreign ownership. What takes longer than overseas groups expect is everything after incorporation — a bank account, employment obligations, and a tax system that will register you for four different things on four different timetables.
Choosing the entry structure
The first decision is between a UK subsidiary and a branch — formally, a UK establishment of the overseas company. The tax rates are the same; the differences are liability, disclosure and credibility, and the disclosure point decides most cases: a registered branch must file the overseas parent's accounts at Companies House, putting the whole group's numbers on the UK public register. A subsidiary files only its own. Our guide to subsidiary versus branch sets out the full comparison.
Either way, a permanent establishment can arise without anyone choosing to create one. A salesperson habitually concluding contracts in the UK, or a fixed place of business doing more than preparatory work, creates a taxable presence and a filing obligation for a group that believed it had neither.
Registration, and the sequence that works
Incorporation is the easy part: a name, a registered office address in the UK, at least one director, details of shareholders and people with significant control, and identity verification for the individuals involved under the current Companies House regime.
What follows takes longer:
- A bank account. This is consistently the bottleneck. UK banks apply full anti-money-laundering checks to overseas-owned entities, and the process can take weeks — longer where the ownership chain runs through several jurisdictions. Start it before you need it, and expect to evidence the source of funds and the identity of every beneficial owner;
- Corporation tax registration within three months of starting to trade;
- VAT registration once taxable turnover crosses the threshold — but note that an overseas business with no UK establishment making taxable supplies here must register from the first supply, with no threshold at all;
- PAYE registration before the first payday, which applies even where the only UK employee is one salesperson;
- An EORI number if goods will be imported, covered in our guide to importing.
Employing people here
UK employment is more protective than the United States and less rigid than much of continental Europe, and the obligations begin immediately. Every employee needs a written statement of particulars on day one. PAYE and National Insurance are operated by the employer — 15% employer National Insurance above the secondary threshold, with no cap. Auto-enrolment into a workplace pension applies from the first qualifying employee, with minimum contributions and a duty to re-enrol periodically.
Right to work checks are mandatory for every employee, with civil penalties for failure. Where staff are being relocated rather than hired locally, the immigration route — usually a sponsor licence — needs starting months ahead. Get the mechanics the right way round: the licence lets the employer assign a certificate of sponsorship, and the individual then applies for the visa on the strength of it. The employer never assigns a visa, and the licence has to be in place before any of that can begin. Treat company formation, tax registration, employment and immigration as four separate workstreams with four different lead times.
A structural point overseas groups miss: sending an employee to work in the UK can create a PAYE obligation and, depending on the pattern, a permanent establishment, long before anyone incorporates anything.
What the tax system will actually cost
Corporation tax is 25% above £250,000 of profits and 19% below £50,000, with marginal relief between — and those thresholds divide by the number of associated companies worldwide, which for an overseas group with several subsidiaries reduces them sharply.
Beyond the rate, three regimes commonly apply sooner than expected: transfer pricing on transactions with the parent, which requires arm's length pricing and, above the SME thresholds, documentation; the corporate interest restriction where intra-group debt is significant; and withholding tax on interest and royalties paid out of the UK, relieved under treaty but only where the procedure is followed. There is no UK withholding tax on dividends, which makes profit repatriation simpler here than in most jurisdictions.
A realistic timetable
Three to six months from decision to trading, driven by the bank account and any immigration requirement rather than by incorporation. The sequence that avoids delay: decide the structure and model the tax; incorporate with a registered office and verified directors; start the bank application immediately; register for the taxes that apply; put employment documentation, payroll and a pension scheme in place before the first hire; and agree intra-group pricing and documentation before the first intercompany invoice rather than at the first audit.
Acumon sets up and runs UK operations for overseas groups through UK subsidiaries for international groups, with international tax advice, company formation, payroll and the statutory accounts that follow. If a UK entry is planned for this year, the bank account is the item to start first.