SETTING UP BUSINESS IN
UNITED KINGDOM
2026
www.antea-int.com
General Aspects The United Kingdom (UK) lies off the north-western coast of the European mainland. As of 1 February 2020, the UK is no longer member of the EU, with the transition period It consists of England, Wales, Scotland and Northern Ireland and covers an area of ended on 31 December 2020. The monetary unit is the pound sterling (GBP=Great Britain 244,820 square kilometres. English is the main language throughout and the population Pound). At the time of writing, the GBP was worth approximately 1.17 EUR or 1.34 USD. of the UK is around 70 million. The UK is not part of the Euro area.
Legal Forms of Business Entities Topic
Feature
Remarks
Branch Office
An extension of a non-UK company. Has no legal personality but is part of the legal entity of the foreign company. All responsibilities for any liabilities in the UK lie with the foreign company. There is no (minimum) capital required but the foreign company has to invest the necessary amount of money to carry out the business in the UK.
Suitable for foreign companies looking for a presence in the UK to initiate business A foreign company may establish a branch or other UK establishment to conduct business in the UK. An overseas company that has a UK establishment and carries on business in the UK through that establishment may be required to register certain details with Companies House and comply with ongoing filing obligations. The costs of registering and translating all the documents should not be underestimated.
Sole Proprietorship (Sole Trader)
Set up by a single natural person, who is fully liable for the debts incurred Suitable for small businesses and start-ups. Trade will need to be registered by the business with his or her own present and future wealth. There are with HM Revenue & Customs for tax and national insurance purposes. no UK nationality or residence requirements.
Establishment or place of business
A UK establishment is generally a fixed place of business, such as a branch, office or other physical presence through which an overseas company carries on business in the UK. The existence of a UK establishment may give rise to Companies House registration and other regulatory obligations.
The existence of a UK establishment for Companies House registration purposes should be considered separately from the concept of a permanent establishment for UK tax purposes. A permanent establishment may create a liability to UK corporation tax on profits attributable to activities carried on in the UK.
There are the following partnerships in UK law: Partnerships
Any partnership requires at least two partners with a personal No minimum share capital is required and the accounting and publication commitment. Their liability for the partnership’s debts and liabilities is obligations are less extensive than those for body corporates. No formal generally unlimited and personal, including all private assets. registration required. Trade will need to be registered with HM Revenue & Customs for tax and national insurance purposes.
General Commercial Partnership
Has no corporate personality, except in Scotland. All partners have The classic company form for the freelance professions. No formal registration unlimited joint and several liability. required.
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Partnership limited by guarantee
A legal form related to the General Commercial Partnership, but with the Suitable for medium-sized companies seeking additional start-up capital from persons who prefer a limitation of liability. The main place of business option of limiting the liability of some of the partners. has to be in the UK. The general partners are personally and jointly liable without limitation, Must be registered under the Limited Partnerships Act 1907. as well as with their private assets. The liability of the limited partners is limited to their respective share of the partnership capital.
Unlimited Company
An unlimited company may or may not have share capital. The company Suitable, where individuals essentially require a partnership business, but must be entered in the commercial register. One potential advantage wish to avoid the expenses involved in drafting a detailed agreement. of an unlimited company is that, in certain circumstances, it may benefit from reduced public disclosure requirements compared with a private limited company. However, filing obligations depend on the company’s particular circumstances and structure, and annual filing requirements may still apply.
Body corporate
A legal entity (such as an association, company, person, government, For information concerning the incorporation formalities of a company see government agency, or institution) identified by a particular name. Also https://www.gov.uk/government/organisations/companies-house called corporation, corporate body or corporate entity.
There are the following body corporates in UK law: Public Limited Company (=PLC)
The minimum share capital of a PLC is at least 50,000 GBP of which Shares can be transferred easily; the PLC can be listed publicly on the stock 12,500 GBP must be paid up and there must be at least two directors. exchange and enjoys a high market reputation. The costs of the founding process are relatively high. The organizational and accounting obligations and the publication requirements are very extensive.
Private Limited Company (=Ltd)
There is no minimum share capital for the Ltd but it must have at least one This form suits small and medium-sized enterprises and family businesses. share. It can have one or more directors. The operating rules are relatively simple and flexible.
Limited Liability Partnership (=LLP)
The LLP has no share capital but is a form of corporation. The LLP has members with limited liability, but no shareholders. Two or more members are required to be designated members, who have statutory responsibility for certain tasks and are subject personally to sanctions. In default of notification to the registrar of companies of the designated members, all members are designated members.
2026 UNITED KINGDOM
SETTING UP BUSINESS IN
Traditionally, LLPs have been used in the legal and accounting professions. This structure provides the benefits of limited liability while offering the possibility of retaining internally the legality of a partnership. An LLP is taxed as a partnership rather than a corporation.
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Organizational Questions Topic
Feature
Remarks
Commercial Register
Companies House is the UK registrar of companies and is responsible for the incorporation and public registration of companies and limited liability partnerships. Companies may be registered in one of three UK jurisdictions: England and Wales, Scotland, or Northern Ireland. On incorporation, a company must specify its registered office address, which serves as its official address for legal and statutory purposes. The registered office must be located within the jurisdiction in which the company is registered. Companies House operates across the United Kingdom, with offices in Cardiff, Edinburgh and Belfast, and maintains a single public register of UK companies. A company incorporated in one UK jurisdiction generally cannot change its jurisdiction of registration and move its registered office to another UK jurisdiction without undertaking a formal restructuring or reorganisation.
The main functions of Companies House are to: • incorporate and dissolve companies and limited liability partnerships; • examine and store company information delivered under the Companies Act and related legislation; and • make this information available to the public.
UK Bank Accounts
To open a bank account all parties will need to provide proof of Different UK banks will have their own criteria for providing banking facilities identity and evidence of their residential address. Banks will nornally to overseas businesses. require documents to be certified by a lawyer, accountant, banker or Do not underestimate the time it can take to set up a bank account. other regulated professional person Companies need to provide their registered name and number as evidenced on their incorporation documents, together with the personal details of the partners/directors and other business contact details.
Transfer of Goods and Goods can generally be imported into and exported from the UK without Machinery quantitative restrictions. Imports may be subject to customs duties, import VAT and other border requirements depending on the nature and origin of the goods. The UK operates its own customs tariff regime, known as the UK Global Tariff (UKGT), although preferential duty rates may be available under the UK’s network of free trade agreements and other international arrangements.
Goods imported into the UK are subject to customs procedures and may attract customs duty and import VAT unless a relief, exemption or preferential rate applies. Businesses involved in international trade should consider customs classification, valuation, origin requirements and any applicable trade agreements when assessing the cost of importing goods into the UK.
Transfer of Capital
Financial institutions are required to undertake anti-money laundering and know-your-customer checks and may request supporting information regarding the source, purpose and destination of funds, particularly for significant or unusual transactions.
There are generally no exchange controls restricting the movement of capital into or out of the UK. Funds may be transferred freely, subject to applicable anti-money laundering, sanctions and regulatory requirements.
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Visa and Residence permit
Nationals of European Economic Area (=EEA) countries who lived in the UK prior to 1 January 2021 have a right to reside. These people should have applied for the free EU Settlement Scheme prior to 30 June 2021 to continue living in the UK after this date. Any EEA and non-EEA arrivals after 1 January 2021 intending to stay in the UK for more than six months must apply for a UK Residence Permit.
Conversion from one company type to another
A private limited company can be converted into a public limited company On re-registration the company keeps its original company number and reand vice versa, or to an unlimited company. An unlimited company can be mains the same corporate identity. Re-registration does not affect any existing converted to a private limited company. A company limited by guarantee rights or liabilities of the company. cannot be converted to a private limited company or vice versa.
Please note that the UK is NOT part of the Schengen agreement. Further information on visas, immigration routes and residence requirements is available from UK Visas and Immigration (UKVI) through the UK Government website at www.gov.uk/browse/visas-immigration.
Taxation The UK provides a competitive business tax environment, supported by an extensive double taxation treaty network, exemptions for many corporate dividend receipts and qualifying capital gains, and a well-established legal and regulatory system. These features, together with a mature financial market and a predictable framework for doing business, make the UK an attractive location for both domestic and international investment.
Tax
The UK fiscal year runs from 6th April to 5th April but companies may draw up his accounts for a year ended to any date. The UK’s tax authorities are known as “His Majesty’s Revenue and Customs” (=HMRC).
Feature
Corporate Income Tax For the financial years 2026 and 2027, the small profits rate remains 19% for companies with taxable profits up to £50,000. Companies with taxable profits above £250,000 pay the 25% main rate. Profits between these limits are subject to marginal relief.
Remarks Marginal relief applies to profits between £50,000 and £250,000, using a fraction of 3/200ths. The profit limits are divided by the number of associated companies and reduced proportionately for periods shorter than 12 months.
UK resident companies are generally subject to corporation tax on their Certain investment holding companies and most non-UK resident companies worldwide taxable profits. Non-UK resident companies are generally are taxed at the 25% main rate. subject to corporation tax on profits attributable to a UK permanent establishment and certain UK property income and gains.
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Personal Non-savings Income Tax
The rates of personal income tax on non-savings income for the year to Non-savings income includes earnings, pensions and trading profits. 5 April 2027 are: The personal allowance and main income tax thresholds remain frozen for 2026/27. The personal allowance is reduced by £1 for every £2 of income Band Taxable Income Tax Rate above £100,000 and is unavailable where income exceeds £125,140. Personal Allowance Up to £12,570 0% The bands and rates for non-savings and non-dividend income differ for Basic Rate
£12,570 to £50,270
20%
taxpayers resident in Scotland. The Scottish Government sets these rates.
Higher Rate
£50,271 to £125,140
40%
Additional Rate
Over £125,140
45%
From April 2020, the Welsh rates have remained aligned with England and Northern Ireland.
Marriage Allowance lets certain couples transfer 10% of unused personal The personal allowance is reduced by £1 for every £2 of income above allowance to a spouse or civil partner, reducing their tax bill by up to £252 a year. 100,000 GBP. There is no personal allowance where income exceeds £125,140. Personal Savings and Property Income Tax
The rates of personal income tax on savings income for the years to 5 Savings income includes bank and building society interest. April 2027 are: If total income falls within the basic rate band, the first £1,000 of savings income is taxed at 0% and the balance at 20%. 26/27 rate 27/28 rate Savings Band (above savings (above savings If total income falls within the higher rate band, the first £500 of savings incoAllowance allowance) allowance) me is taxed at 0% and the balance at 40%. 20% Basic Rate £1,000 22% Some individuals qualify for a 0% starting rate of tax on savings income of Higher Rate
£500
40%
42%
Additional Rate
£0
45%
47%
up to £5,000. This is only available if taxable non-savings income is less than £5,000.
The new rates for property income tax from 6 April 2027 are: Band
26/27 rate
27/28 rate
Basic Rate
20%
22%
Higher Rate
40%
42%
Additional Rate
45%
47%
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Personal Dividend Income Tax
The rates of personal income tax on dividend income for the year to 5 Dividend income is treated as the top slice of income and is taxed after nonApril 2027 are: earnings and savings income. Band
Savings Allowance
Tax Rate
First £500
0%
Basic Rate
10.75%
Higher Rate
35.75%
Additional Rate
39.35%
Provided total income falls within the basic rate band, then the first £500 of dividend income will be taxed at 0% and the balance at 10.75% If total income falls within the higher rate band, then the first £500 of dividend income will be taxed at 0% and the balance at 35.75%. If total income falls within the additional rate band, then the first £500 of dividend income will be taxed at 0% and the balance at 39.35%.
Value Added Tax (=VAT)
You may voluntarily register for UK VAT if you are carrying on a business and making taxable supplies in the UK, or intend to do so in the future. Businesses established outside the UK may also be required or entitled to register for UK VAT where they make taxable supplies in the UK, even if they do not have a physical establishment here. For UK-established businesses, VAT registration is compulsory if taxable turnover exceeds £90,000 in any rolling 12-month period, or is expected to exceed £90,000 in the next 30 days. Different registration rules apply to businesses established outside the UK.
Liability to register for UK VAT arises when a business meets the applicable UK VAT registration requirements. For UK-established businesses, this is generally when the VAT registration threshold is exceeded. Different rules apply to businesses established outside the UK.
Capital Gains Tax (=CGT)
The first £3,000 of gains for the year ended 5 April 2027 are exempt from CGT. For 2026/27, gains above the exempt amount are taxed at 18% where they fall within the unused basic rate band, and 24% above that level.
Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) may be available on certain qualifying business disposals. Qualifying gains are subject to a reduced rate of capital gains tax up to a lifetime limit of £1 million. For disposals made on or after 6 April 2026, the reduced rate is 18%.
Certain residential property gains may qualify for Principal Private Investors’ Relief may also be available on certain qualifying disposals of Residence relief. shares. For disposals made on or after 6 April 2026, qualifying gains are Non-UK residents are within CGT on disposals of UK land and certain subject to capital gains tax at 18%. The lifetime limit for Investors’ Relief is £1 UK property-rich assets. For UK residential property, a non-resident million for disposals made on or after 30 October 2024. CGT return must generally be filed and any CGT paid within 60 days of completion.
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Real estate transfer tax (Stamp Duty)
Stamp Duty Land Tax is generally payable on the acquisition of land and property situated in England and Northern Ireland. Stamp duty at a rate of 0.5% generally applies to transfers of shares in UK incorporated companies. Residential property acquisitions in England and Northern Ireland are subject to SDLT at progressive rates, with the highest rate currently applying to consideration above £1.5 million. Non-residential and mixed-use property is subject to separate progressive SDLT rates, with a maximum rate of 5%. Higher rates may apply to the acquisition of additional residential properties. Since 31 October 2024, the surcharge for additional dwellings has been 5% above the standard residential rates. A 17% rate may apply to certain residential properties acquired by companies and other non-natural persons where the consideration exceeds £500,000. Multiple Dwellings Relief was abolished for most transactions completing on or after 1 June 2024.
Real estate tax
Local authorities levy a property tax known as Business Rates on the occupiers of most commercial and industrial properties. The liability is generally based on the property’s rateable value, multiplied by the relevant business rates multiplier set by the government, although a range of reliefs and exemptions may be available.
Non-resident Taxation A Non-resident company trading through a UK permanent establishment is liable to corporation tax on income connected to that permanent establishment and on gains from assets connected with it. Non-resident individuals: Non-UK resident individuals generally taxed on income arising in the UK. Non-UK domiciled individuals: Significant changes to the taxation of internationally mobile individuals took effect from 6 April 2025. The remittance basis of taxation has been abolished and replaced by a new Foreign Income and Gains (FIG) regime. Under the FIG regime, individuals who become UK tax resident after a period of at least ten consecutive tax years of non-UK residence may, subject to satisfying the relevant conditions, claim relief from UK tax on qualifying foreign income and gains for their first four tax years of UK residence. The previous remittance basis regime and associated remittance basis charges are no longer available to new claimants. Specialist advice should be obtained as the rules are complex and can have a significant impact on an individual’s UK tax position. A Temporary Repatriation Facility (TRF): A Temporary Repatriation Facility is available for certain former remittance basis users, allowing qualifying foreign income and gains arising before 6 April 2025 to be brought to the UK at preferential tax rates during a transitional period. The facility is available for a limited period and may provide planning opportunities for affected individuals.
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This guide has been prepared by GRAVITA, an independent member of Antea GRAVITA 3 Southernhay W, Exeter EX1 1JG Tel.: + 44 117 974 2569 matthew.bracher@gravita.com www.gravita.com
Antea members in United Kingdom: BASINGSTOKE Contact partner: Angela Lang-Horgan Tel.: +44 1256381800 Mail: angela@langandhorgan.com Web: www.langandhorgan.com
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SETTING UP BUSINESS IN
UNITED KINGDOM
2026
This publication is intended as general guide only. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied on as a substitute for such an advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, not Antea Alliance of Independent Firms neither its members accepts no responsibility for any errors or omission it may contain whether caused by negligence or otherwise, or forany losses, however caused, sustained by any person that relies upon it. © 2026 ANTEA