Corporate Governance Services by Goodwille

When looking to start trading in the UK, international businesses may consider incorporating a subsidiary or registering a UK establishment. Either route requires careful consideration and expert assistance. Goodwille have helped numerous clients with their company formations over the years so when you choose us to work with you, you’ll benefit from our expertise and experience and we will ensure that the process is as hassle free as possible for you.

At Goodwille, we offer a comprehensive solution to help your business set up in the UK when entering the market from overseas. We are with you every step of the way, guiding you through unfamiliar terminology and procedures. We can help you through the whole process from application to incorporation and support you with your ongoing regulatory and compliance obligations once the entity is established. 

The first step will be to choose whether you’ll be incorporating a limited company or registering a UK establishment, which is either a branch or a place of business set up by an overseas company. It is important not to confuse these two options, as a limited company is a separate legal entity from the parent whereas a branch is essentially an offshoot of the same company in a different location. Deciding which one is more suitable is entirely dependent on your company, your location, the type of operation you carry out, and the activities you need to take place in the UK. 

One thing both options have in common is that they both require registration with Companies House in the UK, HMRC for direct tax, VAT, PAYE and NIC where necessary. Yet, all other requirements and regulations differ which is why it is important to turn to professionals in order to get the UK incorporation processes and ongoing compliance right from the beginning. Partnering with Goodwille will give you the opportunity to make the right choice for your business whilst also ensuring your operations abroad and in the UK is fully compliant.

Check out our video below to learn about the difference between branched and limited company’s. For more information visit our UK branch vs subsidiary page.

When opening a branch, it is important to remember that the company will be headquartered in its head office and the branch will still be legally part of the overseas company. Thus, the overseas company and all of its directors will be responsible for the branch. 

The legal requirements to set up a UK establishment vary depending on several factors including parent law and whether it is the first branch registration or not. However, the requirements listed below are certain.


  • Register with Companies House
  • Register with HMRC for corporation tax (only applicable if you reach the VAT threshold, or they have UK employees for PAYE).

Once registered, most overseas companies will then be required to submit their Financial Statements (translated into English) to Companies House.

Read more about how to register a UK branch.

A limited company is a separate legal entity whereby the company is subject to paying UK corporation tax on worldwide profits. 

If your business is based in Sweden, for example, but you want to open a UK operation, you could open a subsidiary within the UK by registering at Companies House. In addition, Companies House will require you to file annual financial statements for public inspection and copies will need to be filed with HMRC as well. But not to worry, our Corporate Governance team can help you navigate the specificities of setting up the company and provide ongoing support.

Learn more about setting up a UK subsidiary.

Re-registering occurs when a company changes status, such as from private limited to a public limited company (PLC) or limited to unlimited. At Goodwille we can assist you in making such transitions seamlessly. Get in touch with our Corporate Governance team to discuss your needs.

Company Formation & Administration FAQ’s

Does a Director need to be an investor in the business?

Directors are not required to claim any shareholding in the Company they run, yet they are permitted to should it be in the Company’s best interests.

Do I need to reside in the UK to be a Director?

No, you do not need to be a UK resident to be a director of a limited company. 

Can I set up a Company on my own?

Yes, one person can register and for a limited company, it can be owned, managed and run by one person. The person would be the sole Director and Shareholder of the Company.

Is registering an online business in the UK different?

For online businesses, although the business is a part of the overseas company, UK law states that if a company has servers located within the UK, it needs to be registered. 

Can a non-resident individual set up a UK company?

To set up a UK company you do not need to be a UK resident or have a UK based Director, but you will need a UK Registered Office address. At Goodwille we can provide you a business address either in London, or in Warwick located in the heart of the Midlands.

What is the difference between a branch and a subsidiary?

A branch reports to the head office and is essentially the same company, with the same activity but in another location. A subsidiary, on the other hand, is legally independent but its shares are held by a holding company. Subsidiaries do not necessarily have to conduct the same business as the parent organisation. Find out more.

What does it mean to be incorporated in the UK?

Incorporating a company in the UK means that your company will legally exist in its own right, and will hold a valid company number and a date of incorporation.

Philip McCarron, Head of Corporate Governance

Philip McCarron

Philip is responsible for oversight and management of our Governance teams in London and Warwick and ensuring that our clients Governance and Company Secretarial requirements are met.  Philip also delivers technical governance advice to clients to ensure that thy are meeting and exceeding regulatory and best practice requirements to enter, grow and scale in the UK.

Philip has strong communication skills and is excellent at building relationships at all levels. He is able to manage changing and conflicting priorities on a daily basis whilst ensuring attention to quality and detail.