Can I Move my UK Limited Company to a Different Country?

Ryan Patrick

• 7 min read
Can I move my UK Limited Company to a Different Country?

After registering a limited company in any of the three UK jurisdictions, the company remains registered at Companies House as long as it exists. This means that you can keep the country where the business is registered, but there are workarounds to move (migrate) the business overseas.

As a company director, you can move overseas yet let your business and personal interests flourish in a different country. Proper planning is key before company migration because there will be implications for UK personal tax, social security benefits, and the company's tax position.

If you're planning to relocate overseas alongside your business, this blog is about you. However, there are some matters you must address, and we'll help you do so. Thus, reading this insightful guide will equip you with the right information so that you can make informed business decisions.

How to Operate a UK Company Overseas

A UK-registeredUK-registered company remains registered in the country throughout its existence unless you decide to liquidate or dissolve it.

Company migration can happen in two ways:

  1. Dissolution—You can end your UK-registered company and transfer the old company assets to a new company in another country. In this case, you're shutting down a business in the UK yet opening a new one elsewhere, and the core assets remain unchanged.
  2. Expand - Set up a new branch in a different country and maintain the same name or identity. Technically, the company is expanding by setting up a branch in a new location. As a result, you don't lose the existing customer community and a running business.

Some of the issues you may face when expanding your business to a different country are cost and time. Thus, the method is more suitable for established corporations who want to set up a new branch in a different country.

Either of these methods offers business owners an alternative means of trading elsewhere through a UK-registered company. Once you decide to set up a new branch overseas, there are guidelines to consider before establishing your existing UK company in a new jurisdiction.

Opening an Overseas Branch of Your UK Company

If dissolving your company isn't a thought you can accommodate, you don't have to do it. All you have to do is understand what it takes to trade in a different location, like the tax regulations of a UK-limited company trading abroad. The tax regulations are in place to operate in various situations and conditions.

Trading overseas with a UK-registered company is regarded as an extension of UK trade. Here are the specific tax guidelines you should be aware of:

  1. A UK-registered company is subject to a 19% corporation tax on all profits or gains in the UK and overseas.
  2. When a business is fixed in the UK, it has a taxable presence in the country, meaning it must be registered with a tax authority in the overseas country.
  3. When UK and overseas companies make profits, they receive double taxation relief. However, these reliefs are regulated to the amount of UK tax on overseas profits.
  4. Similar to taxation, losses can also be relieved against UK profits.

Form Your Company with Incorpuk Today

At Incorpuk, we will help you through the company formation process and file your confirmation statements to help your business stay compliant. Whether you're a UK resident or a non-UK resident, our team is ready to provide guidance and help you establish your company in the UK. Contact us here today.

Moving a Business to a Different UK Jurisdiction

Moving your company to a different part of the UK is easier than basing it overseas.

Your company gains and personal income will still be taxed under the same UK tax regimes. However, since every UK country sets tax rates differently, you may end up paying different rates on income tax.

For instance, if a company is registered in England and Wales and is relocating to Scotland or Northern Ireland, your business activities can also move. But, you must maintain a registered office address in the original location, England or Wales.

Since your company is registered in England & Wales, you can still trade there if you're interested. All official mail will be sent to your registered office in England or Wales, and the courts in England & Wales will also handle any legal matters relating to the company. Taxes for you and the company will also be dealt with the same way. These considerations are essential when moving business activities to a different area of the UK:

  • Retain the same registered office address where the business is registered.
  • Set up a new business address in your new UK location.

Retaining the same registered office address and a new business address ensures you stay in touch with the existing client base. You also receive business correspondence to your new address, and your company affairs run smoothly.

Moving Your UK Limited Company as a Non-resident

The days you live in the UK within a tax year will determine your tax status: as a UK resident or non-resident. For instance, the tax year is from April 6 to April 5. To help you understand better, you're automatically considered a non-resident if:

  1. The days you spend in the UK are less than 16 days in a tax year or if you've spent 46 days in the UK and have yet to be classed as a UK citizen in the previous three tax years.
  2. You work abroad full-time, rendering at least 35 hours a week, and you have been in the UK for less than 91 days or less than 30 days.

You're considered a UK resident if:

  1. The days you spend in the UK are 183 or more within a tax year.
  2. Your only residence was in the UK, and it was accessible to you for at least 91 days in a tax year and was there for at least 30 days.
  3. You worked in the UK full-time for 365 days, and at least a single day fell within the specific tax year.
  4. Under HMRC's‘ ties test,’' you spend time in the UK and have additional connections, such as work or family.

Tax Implications

If you spent 183 or more days in a tax year outside the UK, here are the tax implications for the income you receive from your company:

  1. As a director, you're still employed because the company is registered in the UK.
  2. Every personal income you receive is subject to individual tax while working in the UK, even if it's only a board meeting. However, you can still access the tax-free personal allowance of £12,570 (2023/24).
  3. If you still pay national insurance and personal tax in the UK, the company must be registered for PAYE.
  4. You may still be required to pay National Insurance Contributions on every income you receive in the UK.
  5. If your country of permanent residence has a double taxation agreement with the UK, you can claim tax relief on the income you receive from the UK.
  6. Besides the notional 10% tax credit, you're not required to pay any more tax on the dividends you receive on shares from a UK company as a permanent non-resident. The reason is that the UK company will have already paid corporation tax. Under normal circumstances, you receive and keep the net sum of dividends issued.
  7. Although dividend income is not taxed, anyone liable for income tax in the UK must file a self-assessment tax return on it.

Setting Up a New Business Address

Once you move to a new part of the UK, you should set up a business address to help you establish the following:

  • A geographical presence
  • Build relationships with new clients and contacts.
  • Provide a suitable address for accepting returns, invoices, and other business correspondence.

For well-established businesses in other parts of the UK, consider keeping existing business addresses for mailing purposes. Retaining them is reassuring and provides a sense of security and professional continuity to existing clients and contacts.

Depending on the nature of your business, losing existing clients can be detrimental. However, retaining an existing business address is an effective and affordable way to maintain stability even when you move. Plus, you should get your mail forwarded from the current business address to the new one.

Moving an English and Welsh Company to a Welsh company and Vice Versa

England and Wales are the same jurisdictions, meaning a company can have its registered office address in either of these countries. Plus, a limited company in both countries can switch its registered office to another whenever it wishes. These switches apply because England and Wales are under the same legal system.

A Welsh company can move to an English and Welsh location as long as its registered office is in Wales. Conversely, a company only registered in Wales can change to a company registered in England and Wales. To effect these changes, the following steps are necessary:

  1. Company shareholders must pass a special resolution to approve the change.
  2. The company director must complete form AD05 - A notice to change the situation of an English and Wales company or a Wales company.'
  3. Please deliver a copy of the special resolution and form AD05 to Companies House within 15 days of the resolution's passing.
  4. To change the registered office location, the director must complete Companies House form AD01 - A notification to change a registered office address and then submit it to the registrar at the same time.

All companies registered in the UK (England & Wales, Scotland, and Northern Ireland) must have the suffix 'Limited' or 'LTD' after their name. However, Welsh companies can choose to use 'Cyfyngedig' or 'CYF' after their names. To make such modifications, you must file form NM01 at Companies House. It's a 'Notice of change of name by special resolution' before the company situation is changed.

Frequently Asked Questions

As a director of a UK-registered company, can I live overseas?

You can live overseas and be a director of a UK-registered company even when you're not a resident. No law prevents you from opening or operating a UK-based limited company as a non-resident. However, you must adhere to some legalities to run a UK business when you set up a company in any UK jurisdiction.

Can I live overseas and be a shareholder in a UK-registered company?

A non-resident living anywhere in the world can still be a shareholder or director of a UK-registered company.

Can I own a UK company as a non-resident?

You can own a UK company as a non-resident at Companies House. However, you must have a UK-registered office address. If you're not living in the UK, you can use a family member's or friend's address or a virtual office address for the same purpose.

In Summary

Can I move my UK limited company to a different country? YES. You can move your UK limited company to a different country since there are no laws that hinder non-residents from setting up or running a UK-based limited company.

However, you must adhere to some legalities for running a UK business in England & Wales, Scotland, or Northern Ireland.

You can dissolve your UK-registered company and establish it elsewhere but still use the registered office address in the UK. Alternatively, you can open a new branch in another country, register a new business address, and forward all business correspondence to the new address.

Maintaining your UK-registered address even after liquidation ensures that you retain contact with existing contacts for the continuation of business. Do you have any questions about moving your UK limited company to a different country? Kindly contact one of our experts here for help.