Non-resident directors and overseas owners: questions answered

There is no residence requirement for UK company directors, but tax residence, banking and permanent establishment decide whether the structure works. This hub answers the questions overseas owners of UK companies actually face.

Can a non-UK resident be a director of a UK limited company? Yes. UK company law imposes no residence or nationality requirement on directors. You need at least one director aged 16 or over, a UK registered office address, and completed identity verification at Companies House.

Can a non-resident own 100% of a UK company? Yes. A non-resident individual or an overseas company can own 100% of a UK limited company. There is no foreign ownership restriction. You will appear on the public register as a person with significant control and must verify your identity.

Do I need a UK address to register a company as a non-resident? Yes. Every UK company must have a registered office in the UK, and it must be an appropriate address where documents are received and delivery can be acknowledged. Your own residential address abroad cannot be the registered office.

Can I use a virtual office as my registered office? Yes, provided the virtual office is an appropriate address: documents delivered there must come to the attention of someone acting for the company, and delivery must be capable of being recorded. PO boxes and unmanned addresses no longer qualify.

How do I open a UK business bank account as a non-resident director? Most high street banks require a UK resident director and an in-branch meeting. Non-resident directors generally open accounts with electronic money institutions and fintech providers such as Wise, Revolut Business or Payoneer, which onboard remotely.

Does a non-resident director have to file a UK self assessment? A non-resident director must file if HMRC issues a notice to file, or if there is UK source income to report such as director's fees for UK duties. Dividends from a UK company are often covered by the disregarded income rules.

Do I pay UK tax on dividends from my UK company if I live abroad? The UK applies no withholding tax to dividends. Under the disregarded income rules, a non-resident's UK tax on dividends is often limited to the tax treated as deducted at source, which is nil, so no further UK tax arises.

Is PAYE due on a non-resident director's fees? Usually yes for duties performed in the UK. A directorship is an office, so fees are employment income, and PAYE applies to earnings relating to UK duties even where the director lives abroad. Fees for duties performed wholly overseas are generally outside PAYE.

What is the disregarded income rule for non-residents? The disregarded income rules cap a non-resident's UK tax on certain investment income, including UK dividends and interest. The liability is the lower of two calculations: one including the income with the personal allowance, one excluding it without the allowance.

Where is my company tax resident if I manage it from overseas? A UK incorporated company is automatically UK tax resident. If central management and control is exercised abroad, the other country may also treat it as resident there, creating dual residence resolved by the tie-breaker in the relevant double tax treaty.

What is central management and control and why does it matter? Central management and control is the case law test for company tax residence, asking where the highest level of strategic control is actually exercised. It is decided on facts, not on where board meetings are formally minuted.

Could my UK company create a permanent establishment in my home country? Yes. If the company has a fixed place of business in your country, or a person habitually concluding contracts on its behalf there, a permanent establishment can arise and profits attributable to it become taxable in that country.

How does a double tax treaty affect my UK dividends? A treaty limits how much the source country can tax a dividend and requires the residence country to relieve double taxation by credit or exemption. Because the UK charges no withholding tax on dividends, the treaty mainly governs how your home country taxes them.

Do non-resident directors need to verify their identity at Companies House? Yes. Identity verification applies to all directors and people with significant control regardless of residence. Overseas directors verify either directly with Companies House using an accepted document and digital check, or through an Authorised Corporate Service Provider.

What extra work does an accountant do for a UK company with a non-resident director? The core bookkeeping, accounts and corporation tax work is the same. The extra work is residence analysis, PSC and identity verification support, dividend and disregarded income calculations, and handling paper-based personal tax filings that overseas directors cannot submit online.

What accounting and disclosure does a UK company owned by a foreign parent need? The UK subsidiary still files ordinary UK statutory accounts and a corporation tax return. The additions are disclosure of the ultimate parent and country of incorporation, related party transactions with group companies, and transfer pricing on intra-group charges.

What are the accounting requirements for a UK subsidiary of a French company? A UK subsidiary of a French parent follows ordinary UK rules: statutory accounts to Companies House, a corporation tax return to HMRC, and related party disclosure of the French parent. Any French reporting the parent needs is governed by French law and should be checked with a French adviser.

What are the Companies House and HMRC filing requirements for a UK branch of an overseas company? A UK establishment of an overseas company registers at Companies House within one month of opening, using form OS IN01, and must file the overseas company's own accounts there annually. It also registers for corporation tax with HMRC on UK branch profits.

Does a non-resident landlord need to file a UK tax return? Yes. Anyone with UK rental income, resident or not, must report it to HMRC via Self Assessment, using the paper return or commercial software. Being in the Non-resident Landlord Scheme changes how tax is collected on receipt, but it does not remove the filing requirement.

How does NRL1 registration and approval to receive rent gross work? NRL1 is the application a non-resident individual landlord submits to HMRC to be approved to receive UK rental income gross, without a letting agent or tenant withholding basic rate tax at source. Approval is HMRC's decision and is not automatic.

What is split year treatment on a Self Assessment return? Split year treatment lets someone who moves to or from the UK during a tax year be treated as UK resident for only part of that year under the Statutory Residence Test, rather than for the whole year, so overseas income before arrival or after departure is generally kept outside UK tax.

When are SA109 residence pages needed and what goes on them? The SA109 residence, remittance basis etc. pages are needed whenever you are claiming non-UK residence, split year treatment, dual residence under a treaty, or the remittance basis for a tax year. They record your residence status and the basis you are claiming, alongside the main SA100 return.

How do I close my UK Self Assessment record after leaving the UK? You file a final Self Assessment return for the tax year you leave, claiming split year treatment if the conditions are met, and tell HMRC you have left the UK. HMRC will only close your record entirely once you have no further UK income or gains to report.

Can a capital distribution be taxed while I am non-resident? (temporary non-residence) Yes. The temporary non-residence rules can bring capital distributions, including capital distributions from a company on winding up, back into UK tax in the tax year you return, if you were UK resident for at least four of the previous seven years and are non-resident for five years or fewer.

What happens to my UK tax if I move to Italy, Spain, Turkey or Greece? On the UK side, moving abroad means applying the Statutory Residence Test, possibly with split year treatment, to work out what stays UK taxable. What Italy, Spain, Turkey or Greece then tax depends entirely on their domestic law and the applicable double tax treaty, which needs local advice, not a UK-only view.

Rates, thresholds and deadlines quoted here reflect the 2026/27 UK position and current Companies House and HMRC guidance. Check GOV.UK, or ask us, before relying on them for your own company.