Registration of a UK limited company

Directors’ shareholders

A company can be formed with only 1 subscriber (shareholder) taking only 1 share. The subscriber can be either a company or a natural person.

A company only needs 1 director. That person can also be the sole shareholder. Companies and other corporate entities can also be directors, but there must always be 1 director who is a natural person.

The Benefits of Limited Liability Status

Historically many businesses preferred to trade as sole traders or partnerships. However, most businesses now choose to operate as incorporated businesses. Two of the key advantages are set out below:

  • Separate legal identity: A limited company has a legal existence separate from its management (the directors) and its owners (the shareholders)
  • The owners’ liability is limited (“limited liability”): The protection given by limited liability is perhaps the most important advantage of incorporation. The owners’ only liability is for the amount unpaid on their shares. As most private companies issue shares as “fully paid”, if things go wrong, the owners’ only loss is the value of the shares and any loans made to the company. The owners’ personal assets are not put at risk, providing there has been no fraudulent trading.

Forming a UK Limited Company

In the UK a limited company can be entirely owned by and have directors who are overseas residents and nationals. To be registered in the UK, a company only needs to have its registered office in the UK.

Taxation of Overseas Owned UK Resident Limited Companies

Offshore ownership does not affect the UK tax payable by a company. With a top rate of corporation tax of 20%, the UK will have the lowest rate of corporation tax in the G8 making it a virtual tax haven.

Shareholders and Directors

A company can be formed with only one subscriber (shareholder) taking only one share. The subscriber can be either a company or a natural person.

A company only needs one director who must be a natural person and over 16. That person can be the sole shareholder as well. Companies and other corporate entities can also be directors. A company no longer needs to appoint a company secretary.

Overseas Directors and Shareholders

Directors and shareholders do not need to be British nationals or resident in the UK

The Certificate of Incorporation

This is the main document which states your limited company is in existence. It includes your company name and number and the Companies House Mark. In the UK, a certificate of incorporation is usually a simple certificate issued on 160 gsm card.

Share Certificates

These are issued to each shareholder to identify the number of shares they hold in the company. Share certificates are issued every time you acquire or dispose of shares in a company.


EUGateway offers UK limited company registration and VAT registration and VAT filing services in the EU member states.