How to set up a UK subsidiary, step by step

This is the order the work happens in, with the things that take real time flagged. A group that starts the slow items on day one is trading in a month. A group that does them in sequence takes three.

Before the first filing

Decide the structure. Subsidiary or branch, covered in its own guide. Also worth checking, before anything else, whether the group already has a UK taxable presence, because that changes what you are doing from a set-up into a regularisation.

Check the name. Companies House will reject a name that is the same as an existing one or that uses a sensitive word without permission. Check the trade mark position too, because a company name is not a trade mark and getting the company incorporated tells you nothing about whether you can trade under it.

Start director identity verification. Since 18 November 2025, every director and every person with significant control must be verified by Companies House before appointment, through GOV.UK One Login or an authorised agent. For directors overseas this is the step most likely to add a week, and it can be done before the company exists. Do it first.

Getting the company registered

The incorporation itself is an online filing and normally completes within 24 hours. What goes into it:

• The registered office, a real UK address where a document will reach someone who acts for the company. A PO Box does not qualify, and it must be in the same part of the UK the company is registered in.
• A registered email address, which is not published, and a statement that the company is being formed for lawful purposes. Both mandatory.
• At least one director, a real person aged 16 or over. No UK residence requirement.
• The shareholder, normally the parent, and the shares it takes. One share is enough; there is no minimum capital.
• The ownership register. Who ultimately controls the company. Where the shareholder is a private company abroad, this usually means naming the individuals who control that company, not the company itself. Getting this wrong is a criminal offence and it is the often wrong item on incorporations done from overseas.
• Articles of association. The model articles work for most subsidiaries. Where the group wants specific controls, amend them now rather than later. Keep parent control in the articles or a shareholder agreement rather than exercising it informally, or head office executives risk being treated as shadow directors of the UK company.

Immediately after incorporation

1. Change the year end. Companies House defaults the first accounting date to the anniversary of the month of incorporation. Change it to match the parent's year end so the group consolidates cleanly. It is a two-minute filing now and a nuisance later.
2. Open the bank account. Start this the same day. It is the longest step by a distance, and for a company whose directors are all overseas it can be four to twelve weeks with a traditional bank. A regulated payment provider can usually open a sterling account within days, so most subsidiaries run on one for the first stretch.
3. Register for corporation tax within three months of the company starting to do business, which is wider than invoicing and includes buying, advertising, employing and renting.
4. Register for PAYE before the first payday. The reference takes a few weeks to arrive and payroll cannot be filed without it.
5. Register for VAT, compulsorily once taxable turnover passes £90,000 in a rolling twelve months, or voluntarily from the start if the company will incur UK costs before it sells. Add an EORI number if goods will cross a border.
6. Set up the statutory records. The register of members, which the company still keeps itself, the first board minutes recording the appointments, the registered office and the bank mandate, and the share certificate.

Before the first employee

• Employers' liability insurance, at least £5 million, from an authorised insurer, from day one. Legally required, with a daily penalty for going without.
• A written statement of employment terms, on or before the first day. Not within two months.
• A right-to-work check completed and recorded before they start.
• A workplace pension scheme, with employees assessed and enrolled from the first pay run, and a declaration of compliance to The Pensions Regulator.
• A sponsor licence, if the hire does not already have permission to work in the UK. Around eight weeks, £611 or £1,682 depending on the size of the sponsor.

The first year's deadlines

What a realistic timeline looks like

Week one: identity verification started, name checked, structure decided. Week two: company incorporated, year end changed, bank applications submitted to both a payment provider and a bank, corporation tax registration filed. Weeks two to four: payment provider account opens, VAT and PAYE applications go in. Weeks four to eight: VAT and PAYE references arrive, payroll set up, first invoices raised. Weeks six to sixteen: the traditional bank account opens, if you wanted one.

The group that takes three months is almost always the one that waited for the company to exist before starting the bank application, and then waited for the bank before doing anything else.