Can I move my UK limited company to a different country?
Once a limited company is incorporated in one of the UK’s three jurisdictions – England & Wales, Scotland, or Northern Ireland – it remains registered there for as long as it exists. This means you cannot change the country where your UK limited company is registered. However, there are ways to relocate your business to another country, which we’ll explore in this article.
Moving your UK company to a different country
The only official way to transfer your company’s registration to another country is by dissolving the existing company and incorporating a new one in the desired jurisdiction. Once the new company is set up, you can transfer the business assets from the original company.
Alternatively, you can register a new company in your preferred country and use the same company name, as both will be part of the same group. However, these options can be time-consuming and costly.
The good news is that you don’t need to go through this process to operate your existing UK limited company in another part of the UK or abroad. You can run your business operations anywhere, and your company can trade across multiple locations worldwide.
This approach is especially useful for large corporations with overseas branches, such as shops, hotels, or offices. It allows you to move to a new country without losing an established business and client base or the hassle of starting a completely new company.
Moving business activities to a different part of the UK
Relocating your company’s activities to a different part of the UK is simpler than moving operations overseas. While your company will remain taxed under the same UK tax regimes, be aware that each UK country sets its own income tax rates.
For example, if your UK limited company is registered in England and Wales and you want to move to Scotland or Northern Ireland, you can relocate your business activities while maintaining a registered office address in England or Wales.
Your company will remain registered in England & Wales, and you can continue trading there. Statutory mail will be delivered to the registered office in England or Wales, and any legal matters will be handled by the courts in England & Wales. You and your company will continue to be taxed in the same way.
Should I set up a new business address?
It’s advisable to set up a business address in the area where you move your operations. This helps establish a local presence, build new client relationships, and manage returns, invoices, and other correspondence.
If you already have business addresses in other parts of the UK, consider maintaining them for mailing purposes, especially if your company is well-established in those areas. This will offer professional continuity and maintain stability with existing clients. Make sure you can forward mail from your current address to the new one.
Why can’t I move my registered office to a different country?
Companies House registers limited companies across three separate UK jurisdictions rather than across the entire UK. England and Wales, although two distinct countries, are governed by English Law, forming a single jurisdiction. Litigation in England and Wales is handled by the same courts.
Scotland and Northern Ireland are separate countries with distinct legal systems – Scotland follows Scots Law, and Northern Ireland follows Northern Irish Law. Due to the UK’s complex legal structure, the country in which your company is registered determines the location of your registered office.
- Companies registered in England and Wales must maintain a registered office in England or Wales.
- Companies incorporated in Scotland must maintain a registered office in Scotland.
- Companies in Northern Ireland must maintain a registered office in Northern Ireland.
The location of your registered office does not affect your trading activities. Registered office rules apply to all incorporated businesses, even multinational ones. You can set up a business address wherever you want to establish a presence or receive client communications.
Changing an English and Welsh Company to a Welsh Company (or vice versa)
A limited company registered in England and Wales can have its registered office address in either country, and it can switch between the two whenever it chooses. Since England and Wales share a legal system, companies can also change their registration from English and Welsh to Welsh or vice versa.
To make this change, the following steps are required:
- Shareholders must pass a special resolution to approve the change.
- The company director must complete Companies House form AD05 (“Notice to change the situation of an English and Wales company or a Wales company”).
- A copy of the resolution and form AD05 must be submitted to Companies House within 15 days of passing the resolution.
- If you also need to change the registered office, the director must submit form AD01 (“Change of registered office address”) at the same time.
The names of companies registered in England & Wales, Scotland, and Northern Ireland must include “Limited” or “LTD” at the end. However, Welsh companies can add “Cyfyngedig” or “CYF” instead. To make any name changes, file form NM01 (“Notice of change of name by special resolution”) before changing your company’s registration.
Tax treatment of a UK Limited Company trading overseas
When a UK limited company operates an overseas branch, it effectively extends its UK trade, and several tax implications arise:
- UK-registered companies are subject to Corporation Tax on profits and chargeable gains from both the UK and abroad.
- If your overseas activities create a taxable presence in that country (e.g., a fixed place of business or the conclusion of contracts), your company will need to register with the local tax authority.
- Double taxation relief helps when profits are taxed in both the UK and abroad.
- Trading losses from overseas can offset UK profits.
- UK capital allowances are available for plant and machinery purchased overseas.
Tax treatment of Non-UK Resident Directors and Shareholders
If you live outside the UK for 183 days or more in a tax year, personal tax implications may arise:
- As a company director, you remain employed in the UK since your company is UK-registered.
- You must pay UK personal tax for income earned during any time spent in the UK, including attending a single board meeting.
- Your company must stay registered for PAYE if you owe personal tax and National Insurance in the UK.
- You may owe National Insurance contributions on UK income.
- Your permanent country of residence may also tax your UK income, but double taxation agreements may provide relief.
- You won’t pay UK tax on dividend income, but you must report it on a Self-Assessment tax return if you’re liable to UK Income Tax.
Am I a UK Resident or Non-UK Resident?
Your UK residential status depends on how many days you spend in the UK during the tax year (from April 6 to April 5). You’re typically a UK resident if:
- You meet one of the automatic UK tests or the sufficient ties test.
- You don’t meet any of the automatic overseas tests.
You’re non-resident if these tests don’t apply. The UK tests include:
- Spending 183 days or more in the UK during the tax year.
- Having only one home in the UK and spending at least 30 days there in the tax year.
- Working full-time in the UK for at least one 365-day period, with at least one day in the tax year.
The overseas tests determine non-residence if:
- You spend fewer than 16 days per tax year in the UK (or 46 days if you haven’t been a UK resident for the past three years).
- You work abroad full-time and spend fewer than 91 days per tax year in the UK, with no more than 30 of those days spent working.
If you move into or out of the UK, split-year treatment may apply, where one part of the tax year is considered non-resident, and the other part is considered resident. This determines which country taxes your foreign income during your time in the UK.
FAQs about Moving a UK Limited Company to Another Country
Can I move my UK limited company to a different country?
No, you cannot transfer the registration of a UK limited company to another country. However, you can dissolve your existing company and incorporate a new one in the desired jurisdiction. Alternatively, you can set up a new company abroad and operate it as part of the same group.
Can I operate my UK company in another country?
Yes, you can operate your UK company in another country without transferring its registration. Your company can trade and run operations across multiple locations worldwide, including overseas branches or offices.
What happens if I want to relocate my business activities within the UK?
If you want to move your company’s activities to another part of the UK, you can do so without changing your registration. However, be aware that each UK country has different income tax rates. Your registered office will stay in the original jurisdiction (England, Wales, Scotland, or Northern Ireland), but you can operate elsewhere.
Do I need to set up a new business address when moving?
It’s advisable to set up a business address where your operations will be located, particularly to establish a local presence. However, you can maintain your original business address in the UK for mail forwarding.
Can I change my registered office to another country?
No, your registered office must remain in the jurisdiction where your company is registered. For example, if your company is registered in England & Wales, your registered office must also be in England or Wales. However, you can change your registered office within the same jurisdiction, such as between England and Wales.
Can I change an English and Welsh company to a Welsh company?
Yes, a company registered in England & Wales can change its registered office to either England or Wales. This requires passing a special resolution and submitting forms to Companies House.
What tax implications are there if my UK company operates overseas?
Your UK limited company will be subject to UK Corporation Tax on both UK and international profits. If your overseas operations create a taxable presence in another country, you may need to register for local taxes there. Double taxation relief may apply to avoid being taxed in both countries.
What if I’m a non-UK resident director or shareholder?
If you live outside the UK for 183 days or more, you may have personal tax implications in the UK. Your company must still register for PAYE if you owe UK tax. Double taxation agreements may help prevent being taxed in both the UK and your country of residence.
How do I determine if I’m a UK resident or non-resident?
Your UK residency status depends on how many days you spend in the UK and other factors. Generally, you are a UK resident if you meet certain automatic tests, including spending 183 days or more in the UK during the tax year.
Can I switch between tax regimes when moving my company?
If you move your company or its activities between countries, you will need to comply with the tax regulations of both the UK and the new country. Double taxation agreements may offer relief in some cases.
Do you have any other questions?
This article outlines the limitations and options for relocating a UK limited company abroad. It explains that while you can’t transfer the registration itself, you can set up a new company in a different country and transfer business assets. Additionally, you can run operations internationally while maintaining the UK registration. The article also covers tax implications for companies with overseas branches and the process for managing non-UK resident directors and shareholders. Furthermore, it clarifies the rules on moving business activities within the UK and the specific requirements for companies in England, Wales, Scotland, and Northern Ireland.
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