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Does a UK Company Need a UK Director? The Rules for Overseas Founders

· 8 minute read · by David Millar

Does a UK company need a UK director? No. UK law does not require any director of a private limited company to live in the UK or be a British citizen. A founder in Dubai, Mumbai, Lahore, Berlin or New York can be the sole director of a UK company, as long as they meet the basic legal requirements and complete identity verification.

That is the short answer. The longer answer is that where your directors live can still affect banking, tax residence and how easily you can run the company day to day. This guide explains the legal rules first, then the practical points worth thinking about before you incorporate.

What does UK law actually require of a director?

The Companies Act 2006 sets out a small number of rules for directors of a private limited company:

  • At least one director. A private company must have at least one director.
  • At least one individual. At least one director must be a real person (a "natural person"), not only another company.
  • Minimum age of 16. A director must normally be at least 16 years old.
  • Not disqualified. A person who is disqualified from acting as a director in the UK, or who is an undischarged bankrupt, cannot act without court permission.
  • Identity verified. Under the Economic Crime and Corporate Transparency Act 2023 (ECCTA), every director must verify their identity with Companies House.

There is no nationality test and no residency test. You can read the government's general guidance on setting up a limited company and running a limited company.

Does a UK company need a UK director for identity verification?

No. Identity verification is open to directors anywhere in the world. ECCTA is the 2023 law that changed how Companies House works, and one of its main changes is mandatory identity checks.

The current position is:

  • New directors and people with significant control (PSCs, the individuals who own or control the company) must verify their identity before incorporation, from 18 November 2025.
  • Existing directors and PSCs verify at their next confirmation statement during the 12-month transition. A confirmation statement is the yearly filing that confirms your company's details are correct.
  • Verification is done through GOV.UK One Login or through an Authorised Corporate Service Provider (ACSP). An ACSP is a firm registered with Companies House that can verify identity on your behalf.

For overseas directors, GOV.UK One Login can be harder because it may rely on documents or apps that do not suit every passport or country. Using an ACSP is often simpler. Keystone's incorporation fee includes ID verification for this reason.

Do I need a UK address if I have no UK director?

Yes, but for the company, not for you. Every UK company must have a registered office address in England and Wales, Scotland or Northern Ireland (matching where it is registered). It must be an "appropriate address", meaning post sent there will come to the company's attention and someone can acknowledge it. A PO Box alone is not allowed.

Directors themselves can live anywhere. Each director gives two addresses:

  1. A residential address, which is kept private by Companies House.
  2. A service address, which appears on the public register. This can be anywhere in the world, or a UK address such as your registered office.

We explain the difference in director service address vs registered office. Keystone's London registered office service costs £50 a month at 167-169 Great Portland Street, London W1W 5PF.

Where does living overseas make a practical difference?

The law is relaxed. Real life is a little less so. Here are the areas where having no UK-based director can matter.

  • Incorporation - Does a UK director matter?: No - What it means for you: Overseas directors can form a company online.
  • Identity verification - Does a UK director matter?: No - What it means for you: Verify through One Login or an ACSP.
  • Business bank account - Does a UK director matter?: Sometimes - What it means for you: Some UK banks prefer UK-resident directors. Specialist and digital providers may accept non-residents.
  • Corporation Tax residence - Does a UK director matter?: Can do - What it means for you: Where key decisions are made may affect where the company is taxed.
  • VAT registration - Does a UK director matter?: Can do - What it means for you: Non-established businesses may face extra checks.
  • Daily admin - Does a UK director matter?: Practically - What it means for you: Post, deadlines and filings need someone watching in UK hours.

Banking

Banking is the most common difficulty. Some high street banks prefer at least one director living in the UK, or require a director to visit a branch. Other providers, including some digital banks and payment institutions, accept overseas directors. Each provider sets its own rules and makes its own decision, so no formation agent can promise an account. See our guide to UK business bank accounts for non-residents and our sibling article on UK company formation with a bank account.

Tax residence

A company incorporated in the UK is normally treated as UK tax resident and pays UK Corporation Tax on its worldwide profits. The current rates are 19% for small profits up to £50,000 and 25% for profits over £250,000, with marginal relief in between. You can check the rates on gov.uk Corporation Tax rates.

If all directors live and make decisions in another country, that country may also argue the company is resident there under its own rules. Double tax treaties usually settle which country wins, but the outcome depends on the facts. This is an area where you should speak to a tax adviser in your home country as well as in the UK.

Should I appoint a UK resident director anyway?

Only if there is a genuine business reason. Some founders add a UK-based director because they have a trusted UK partner or employee who will genuinely help run the business. That can help with banking and local presence.

What you should avoid is a "nominee" director who has no real role. Every director has legal duties under the Companies Act 2006, including acting in the company's interests and keeping proper records. A director who exists only on paper still carries those duties and risks. Banks and Companies House are also more alert to these arrangements after ECCTA.

If you do not have a genuine UK partner, a sole overseas director supported by a reliable registered office and company secretarial service is a perfectly normal and lawful set-up.

How do I appoint an overseas director?

If you are forming a new company, the director is named in the incorporation application. If you are adding a director to an existing company:

  1. The board agrees the appointment, usually by a written resolution or minutes.
  2. The new director verifies their identity through One Login or an ACSP.
  3. The appointment is filed with Companies House within 14 days.
  4. The company updates its own register of directors.

Our director and shareholder changes service handles this for you.

What does an overseas director need to stay on top of?

Living abroad does not change your duties. You still need to make sure the company:

  • Files its confirmation statement every year (£50 online, £110 on paper)
  • Files annual accounts with Companies House
  • Files a Corporation Tax return with HMRC
  • Keeps its registers, PSC details and registered office up to date

Many overseas directors use company secretarial services so that deadlines are tracked in UK time. Keystone offers registered office plus company secretarial support for £70 a month.

Frequently asked questions

Can a foreign national be the only director of a UK company?

Yes. A UK private limited company can have one director, and that person can be any nationality and live anywhere, provided they are at least 16, not disqualified and have verified their identity.

Can a company be a director of a UK company?

A company can be a director, but at least one director must always be an individual. ECCTA includes plans to restrict corporate directors further, so take advice before using one.

Does a non-resident director need a UK visa?

No visa is needed simply to be a director of a UK company. A visa is about working or living in the UK. If you plan to move to the UK or work there in person, check the immigration rules separately.

Will my home address be public?

No. Your residential address is kept private. Only your service address appears on the public register, and that can be a business address. Read how to keep your home address off Companies House.

Do I need to visit the UK to set up the company?

No. Incorporation, identity verification and registered office services can all be done online. Keystone works online only, with no in-person appointments.

Talk to a named UK specialist

If you are an overseas founder and unsure how to structure your board, a named UK-based specialist at Keystone can review your plans before you incorporate. Our UK company formation service costs £600 one-off and includes the Companies House fee, VAT, ID verification and a structure review. You may also find our guide to choosing a UK company formation agent useful.

This article is general information, not legal or tax advice. Start your enquiry or call 0330 043 2654.

This article is general information about UK filing requirements, not legal or tax advice. Requirements change - we will confirm what applies to your company before anything is filed.

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David Millar

Founder · a named UK-based specialist

David specialises in helping individuals and organisations establish and structure companies throughout the UK, after ten years in banking and finance in the UAE working with expatriates and international investors.

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