Legal position checked: 15 September 2026. This guide concerns a UK private company limited by shares with individual directors and individual persons with significant control. Other entities and corporate office-holders may follow different commencement rules.
UK company formation requires overseas founders to plan identity checks before filing. Living outside the UK does not, by itself, prevent a person from becoming a director. However, the Companies House verification regime applies to the relevant role. A foreign address does not remove that obligation.
UK company formation with an overseas director
A private limited company needs at least one director. A director must be at least 16 and must satisfy the rules on eligibility. Directors need not live in the UK. Nevertheless, they remain responsible for the company and its statutory reporting. Appointing an adviser or company secretary does not transfer those responsibilities. See the official guidance on appointing directors.
The company must also have a suitable registered office in the relevant UK jurisdiction. For example, a Scottish company needs an address in Scotland. Someone acting for the company must receive notice of delivered correspondence, and delivery must be capable of acknowledgement. A PO Box alone is insufficient. The registered office is public; the required registered email address is not. Arrange both before incorporation and ensure someone monitors them. See registered office and email requirements.
Identity verification comes before the new appointment
Mandatory identity verification began on 18 November 2025. New individual directors must verify for incorporation or appointment. Existing directors entered a transition linked to their next confirmation statement. Consequently, a founder incorporating in September 2026 cannot rely on the transition for existing directors. The Companies House commencement announcement explains that distinction.
There are two recognised routes: the Companies House service using GOV.UK One Login, or an Authorised Corporate Service Provider (ACSP). The direct service is free. The route available through One Login depends on the person’s circumstances and documents. An overseas founder may use an ACSP from abroad, but that provider must be registered with Companies House and supervised under the UK anti-money-laundering regime. Professional status alone does not establish ACSP authorisation. An agent may charge a fee. See the official verification guidance.
The personal code belongs to the person
After successful verification, Companies House issues an 11-character personal code. It belongs to the individual, rather than a particular company. Therefore, someone with several directorships normally verifies once and uses the same code for each relevant appointment. New company filings require the code for each director.
Keep the code secure and share it only with a trusted person authorised to make the necessary filing. Check that the personal details attached to the code match the register. Completing the identity check and linking that identity to each role are separate steps. The personal-code guidance, updated in July 2026, explains how to find and use the code.
Check the PSC role separately
A person with significant control (PSC) is an individual who meets a relevant ownership or control condition. Common examples include holding more than 25% of shares or voting rights, or the right to appoint or remove most directors. Other forms of significant influence or control can also matter. Exactly 25% does not satisfy the first threshold by itself. Ownership chains and special voting arrangements require a fuller assessment. Consult the official PSC guidance.
If the same person is both a director and a PSC, the code must be supplied for each role. The director filing does not automatically complete the PSC requirement. For an individual becoming a PSC after 18 November 2025, the code can be provided when first added to the register or within 14 days afterwards.
For an existing PSC who is also a director, the relevant 14-day window starts the day after the company’s confirmation statement date. Filing the statement early does not move that window. For an existing PSC who is not a director, the window falls in the first 14 days of their birth month during the transition. Check the dates shown against the particular role on the register. See the current role-specific deadlines.
A practical sequence for overseas founders
- Identify the intended directors, shareholders and people exercising control.
- Choose the company structure and review voting and appointment rights.
- Arrange the registered office, email and document-handling responsibilities.
- Complete identity checks and reconcile personal details before filing.
- Record each director and PSC submission separately, with its deadline.
- Retain the filing confirmations and schedule ongoing company obligations.
This sequence is a planning framework. For example, a sole founder who will own all the shares and act as director should plan for both roles from the outset. Avoid treating the issue of a personal code as the final compliance step.
Incorporation and tax residence need separate analysis
UK company formation does not resolve every international tax question. UK incorporation generally establishes UK corporate tax residence, subject to applicable exceptions and treaty rules. Management from another country can require analysis of that country’s rules and any double-taxation agreement. A registered address or an identity check does not establish where management actually occurs. HMRC discusses these distinctions in its company-residence guidance.
Before choosing a structure, review the proposed activities and management arrangements through our international company formation service and international taxation service. Registration should fit the business plan and its ongoing obligations.
Discuss your UK company formation with the Studio
Contact Bertaggia International Law Firm to discuss the proposed ownership, directors and cross-border management of your company. Avv. Daniele Bertaggia leads the legal assessment. Any verification requiring an ACSP must use a duly authorised provider. Send a brief outline of the project first; the Studio can then identify the documents and professional coordination required.
This article provides general information based on the official sources linked above. Deadlines and responsibilities must be checked against the specific company and individual roles.