Setting up a UK subsidiary

A UK subsidiary is an ordinary private limited company whose shares are held by the company abroad. Incorporating one takes a day. What takes longer is everything around it: the ownership register when the shareholder is a company in Delaware or Mumbai, the identity checks Companies House now runs on every director, and the three separate HMRC registrations that each have their own clock.

What the company needs on day one

• A name. Companies House rejects names that are the same as an existing company or that use sensitive words without permission. We check yours before we file, and we can register the parent's name with a UK suffix if it is available.
• A registered office in the UK. Since March 2024 it has to be an address where a letter will reach someone who will acknowledge it. A PO Box does not qualify. It must also be in the same part of the UK the company is registered in, so a company registered in England and Wales cannot have its registered office in Scotland. Our office is included for the first year, and we forward everything that arrives.
• At least one director. An individual aged 16 or over. UK company law does not require the director to live in the UK. Banks have their own views on that, which we cover on the bank account page.
• A shareholder. The parent company, holding the shares. There is no minimum share capital. Most subsidiaries are set up with a small nominal amount and funded by an intercompany loan or later share issues, and we will tell you which suits the group.
• Articles of association. The model articles work for most subsidiaries. Where the group wants specific controls, for example parent consent for borrowing or for appointing directors, we amend them before incorporation rather than afterwards. Put those controls in the articles or a shareholder agreement rather than exercising them informally: where head office executives often direct the UK board and the board does as it is told, those executives can be treated as shadow directors of the UK company and pick up a UK director's duties and liabilities personally.
• A registered email address and a lawful-purpose statement. Both have been mandatory since 2024 and both are easy to forget.

The ownership register when the owner is a foreign company

Every UK company must record who ultimately controls it. When the shareholder is an overseas company, the answer depends on whether that company is itself subject to disclosure rules that Companies House recognises. If it is listed on a recognised exchange, the parent goes on the register as a legal entity. If it is a private company abroad, the register usually has to name the individuals who own more than 25% of the parent, or state that there is no such person. Getting this wrong is the most common error we see on incorporations done from abroad, which is a criminal offence to leave it wrong.

Identity verification

Since 18 November 2025, Companies House verifies the identity of every new director and every person with significant control before they can be appointed. A director in Ohio or Bengaluru does it through GOV.UK One Login with a passport, or through an authorised agent. We walk each director through it before we file so the incorporation is not held up, and we keep the verification references on the statutory file.

What happens after incorporation

1. Corporation tax. HMRC has to be told within three months of the company starting to trade. We register it, and the company's tax reference is sent to the registered office, which is us.
2. PAYE. Needed before the first payday, and an employer reference can take a few weeks to arrive, so we apply as soon as you know you will hire.
3. VAT. Compulsory once taxable sales pass £90,000 in any rolling twelve months, and often worth doing voluntarily from day one so that UK VAT on set-up costs comes back. See VAT registration.
4. The accounting year. Companies House sets the first year end to the anniversary of the month of incorporation. We change it to match the parent's year end so the group consolidates cleanly.
5. The statutory books. Register of members, register of directors, the ownership register, the share certificate, and the first board minute recording the appointments, the registered office and the bank mandate.

The first year's deadlines

The first accounts are due at Companies House 21 months after incorporation. The first confirmation statement is due a year after incorporation, and costs £50 to file. Corporation tax is paid nine months and one day after the end of each accounting period, and the return is filed within twelve months. All of these dates are entered in our deadline system on the day the company is formed, and you get each one in writing.