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TheLawLDN, Laywer
Category: Employment Law
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If 2 non-residents physical persons create a UK Limited

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Hello. If 2 non-residents physical persons create a UK Limited Liability Company (commonly known as UK Ltd), does this company require a local resident person, all the time, to keep its legal status ? By local person, I mean a local director, or an employee.In other words, can we have a UK Limited Company if we are both non-resident shareholders (one of us will also be non-resident director) and have 0 employee for many years ?

Hello, I'm an adviser with JA and I will try to help you.

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Hello, I will try to assist.

Can you please clarify what kind of business would this limited company run?

Customer: replied 3 days ago.
Hello - it would be mainly a service business. Those services will be provided to individuals, may they be physical or moral entities. The services will be : website creation, social media marketing management, Search Engine Optimization works, and occasionnally the selling of digital goods (e-books on Marketing and website creation).
Customer: replied 3 days ago.
No thanks, ***** ***** text.

The call is offered by the platform, not me.

Customer: replied 3 days ago.
By the way, no trade/business will be carried from the UK and no sales will be made to UK residents (so no profit will arise from UK)
Customer: replied 3 days ago.
Okay no problem (thanks for informing me, I'm discovering the platform still)

So what would be the point of having a UK-registered company, if I may ask?

If there is no business generated in the UK and no business with the UK?


Customer: replied 3 days ago.

I asked a question. Could you please clarify?

Customer: replied 3 days ago.
Well, it's an easier way to do business than in the country I live in (Mauritius), for Visa reasons (can't create a Mauritian company without a certain Visa, and the Visa required to start a company have unfitting conditions for my situation, hence why I prefer to start an LLP)
Customer: replied 3 days ago.
Furthermore, many countries I considered for creating my company don't allow foreign directors without local employees.
Customer: replied 3 days ago.
Many people I know use an american LLC for business from Mauritius to the rest of the world (non-ETBUS situation), I personally prefer having an LLP because UK companies benefits from a special VAT declaration regime in my main selling country France --> I can obtain a French VAT number and don't need to pay an EU VAT representative if my company is registered in the UK.
Customer: replied 3 days ago.
Oops, I made a mistake - I forgot I asked about UK Limited companies - just replace LLPs by LTDs :)

An LLP is not a limited company.

Anyway, as I understand you already know, there is not such kind of limitations for a UK company running a business like the one that you plan.

However, there are not straightforward situations, and I recommend that, before trying to  register a UK company, you speak with a solicitor and/or an accountant for legal and tax advice.

The director, in UK law, is considered the first employee of a limited company, and there are possible implications also in terms of employment law.

Also, when you register a company in the UK and you have to provide a registered address, the company service provider is required by AML regulations to make checks on the directors and shareholders owning 25% or more of the capital (PSC) and, for non-residents, these checks are not always straightforward.

This environment is business friendly, but they are merciless with taxes.

I would not count on HMRC "understanding" if the companies files accounts showing a profit (which must be done annually) without paying any tax in the UK.

They can claim taxes here after 30 years if they want.

Having said that, I wish you the best of luck with your endeavours.

But speak with a solicitor or accountant first.

Because having a company registered here and not trading her just to get operational in an EU country could not be the smartest idea in many respects.

I hope this information is helpful and I wish you the best.

Please do not hesitate to contact JA again if you need help and you may ask to speak with me directly if you wish ("For TheLawLDN only").

I would appreciate it if you could provide a positive rating, if you wish so of course.

Thank you very much.


Customer: replied 3 days ago.
Well, LLP being a disregarded entity, only the tax residence of the LLP members will be taken into account = members subjects to income tax in their tax residency countriesFor a UK Ltd., yes, HMRC will claim corporate tax (it is expected) and there is no problem with that.

Dear customer, as I said, this service is not meant for legal advice.

As much as I would like to have an academic discussion on these extremely interesting topics, I have to take care also of other customers.

Best of luck.

TheLawLDN and other Employment Law Specialists are ready to help you
Customer: replied 3 days ago.
Okay no problem, thanks for your assistance. I will consider your position on this subject in my strategy.Have a good end of day !

So do you.

Again, best wishes.