Registering a UK business and the associated compliance
Registering a UK business and the associated compliance
Welcome to our comprehensive Doing Business in the UK article series, designed specifically for international businesses and investors looking to establish or expand their operations in the United Kingdom. This series aims to provide you with essential insights and practical guidance on navigating the UK business landscape.
Throughout this series, we will cover the initial setup of your business, understanding business taxes, and the process of registering a UK business. We will also delve into workforce setup, payroll, employment costs and international hiring considerations for businesses employing people in the UK. Finally, we also explore accountancy processes, compliance and management reporting requirements, and discuss the complexities of importing goods and services into the UK.
Registering a business in the UK involves navigating a complex landscape of compliance requirements, particularly for companies limited by shares.
At the heart of this process is Companies House, the government agency responsible for maintaining the register of UK companies. Compliance with Companies House regulations is crucial, as it ensures that businesses operate within the legal framework established by the UK government. The statutory requirements for registration and ongoing compliance can vary significantly depending on the size and nature of the business, making it essential for companies to understand their specific obligations.
Please refer to our articles setting up a UK subsidiary or registering a UK permanent establishment and Business taxes UK taxes and deadlines for an overview of UK tax compliance.
Registrar of companies (Companies House) requirements
Statutory financial statements need to be filed at Companies House within nine months of the financial year end for all forms of private companies and within six months of the financial year end for public companies. Financial statements may need to be audited by a qualified independent auditor, depending on various factors including UK auditing thresholds for companies and groups.
External audit threshold
The audit size thresholds relate to the international group as a whole and are as follows:
If two out of the following three criteria have been exceeded by the worldwide group, then the UK company will require an audit:
- Aggregate turnover exceeds £15m
- Aggregate balance sheet assets exceed £7.5m
- The number of employees exceeds 50m
Confirmation statements
A Confirmation Statement must also be filed at least once every 12 months at Companies House and must include details of changes to shareholder information, changes to share capital, and changes to the company’s SIC code (which defines its business activities). Companies are required to maintain statutory registers which includes a person with significant control (PSC) register detailing individuals or relevant legal entities having a controlling interest of more than 25% in the company. For overseas parent and overseas ultimate holding company, unless it is listed on a recognised regulated market, information on any individual who holds a majority stake (more than 50%) is required to be disclosed. We recommend specialist advice is sought regarding this requirement.
Statutory registers
It is also essential that a company maintains all the required statutory registers, and that they are kept up to date - for example, to show the board of directors, directors’ usual residential addresses, secretaries (if applicable), PSC (Person with significant control) and shareholders. Some of these records can be inspected by the public. Please refer to our article "Setting up a UK subsidiary or registering a UK permanent establishment" for an overview of the difference between setting up a UK subsidiary or registering a UK permanent establishment of the overseas entity.