Register an overseas company for UK corporation tax

A company incorporated outside the UK must register for UK corporation tax when it starts trading in the UK through a permanent establishment, starts letting UK property, or sells UK land or property. It has three months from that date to tell HMRC. HMRC then posts the company a Unique Taxpayer Reference (UTR).

This is not the same as forming a UK company: the overseas company itself becomes a UK taxpayer. Every rule below was checked on gov.uk, in HMRC guidance and on legislation.gov.uk on 31 October 2026, after the Budget of 28 October 2026.

When a non-UK company owes UK corporation tax

Section 5 of the Corporation Tax Act 2009 sets out the only ways a company that is not UK resident comes within UK corporation tax on income. It must do one of these:

• Trade in the UK through a permanent establishment. Tax is due on the profits attributable to that establishment, not on worldwide profits.
• Carry on a UK property business, such as letting a flat in London. Since 6 April 2020 non-UK resident company landlords pay corporation tax on these profits instead of income tax.
• Deal in or develop UK land, for example buying sites to build on and sell.
• Have other UK property income, a small category that includes rent for electric-line wayleaves.

Under section 2B of the Taxation of Chargeable Gains Act 1992, a non-UK resident company also pays corporation tax on gains from selling UK land, from selling shares in a company that gets at least 75% of its value from UK land (if it has a substantial indirect interest), and from assets of a UK permanent establishment. HMRC applies this to UK property disposals from 6 April 2019.

What counts as a permanent establishment. Under section 1141 of the Corporation Tax Act 2010, a company has one if it has a fixed place of business in the UK through which its business is carried on, such as a branch, an office or a place of management. It also has one if a person in the UK habitually concludes contracts for it, or habitually plays the principal role in concluding them. An agent of independent status does not count. If the company's home country has a tax treaty with the UK, check the treaty's permanent establishment article too, as our guide to the UK-UAE double tax treaty shows.

The rate. The main rate is 25%. The Budget of 28 October 2026 lists 25% for each financial year to March 2029. The 19% small profits rate, and marginal relief between £50,000 and £250,000, apply only to UK-resident companies (sections 18A and 18B of the Corporation Tax Act 2010). So a non-UK resident company pays 25% on its UK taxable profits, however small.

A company incorporated abroad but centrally managed and controlled in the UK is different: it is UK resident (unless a treaty says otherwise), taxed on worldwide profits, and uses a separate gov.uk form. Our guide to registering a UK company as a non-resident explains how residence follows management.

How to register with HMRC, and the three-month deadline

The deadline comes from section 55 of the Finance Act 2004: a company must tell HMRC in writing when its first accounting period begins, no later than three months after that date. For a non-UK resident company, an accounting period begins when it comes within the charge (section 9 of the Corporation Tax Act 2009). That is the day it starts trading through the permanent establishment, starts the property business, or makes the disposal.

The form depends on why the company is liable. These routes are for companies not registered at Companies House:

Why the company is liable	How it registers	The three months start on
Trading through a dependent agent, with no physical UK presence	HMRC online form, then print and post it	The date trading through the agent starts
Selling, giving away or transferring UK land or property	HMRC online form (Government Gateway ID or an emailed code)	The date of the disposal
Dealing in or developing UK land	HMRC online form for offshore property developers	The date of the disposal
Starting a UK property business on or after 6 April 2020	Tell HMRC that the company must pay corporation tax, and HMRC registers it	The date the property business starts
Central management and control in the UK	HMRC online form for UK-resident non-UK incorporated companies	The date the company became UK resident

HMRC asks for the company's name, country of incorporation, registered office, date of incorporation, the date it became liable and the date of its first accounts. If you cannot use the online forms, gov.uk accepts a letter to Corporation Tax Services, HMRC, BX9 1AX, marked with the dummy reference 2410555555.

HMRC aims to deal with a registration within 15 working days. The UTR is posted to the company's overseas registered office and can take 2 to 8 weeks to arrive. If a UK accountant will deal with HMRC for you, send form 64-8 to authorise them.

A company with a physical place of business in the UK registers that UK establishment at Companies House instead, and gov.uk says it is registered for corporation tax at the same time. The three-month duty still belongs to the company, so check that the UTR arrives and chase HMRC if it does not.

Registering a UK establishment at Companies House

Companies House applies its own test. An overseas company only needs to register when it has some degree of physical presence in the UK, such as a place of business or a branch, where it carries on business. An independent agent is not a UK establishment, and nor is a hotel used for occasional meetings. So a company can have a permanent establishment for tax with nothing to register at Companies House.

When there is a UK establishment, the company must file these within one month of opening it:

• form OS IN01, with the £124 fee
• a certified copy of its constitution, with a certified English translation if needed
• its latest accounts, if its home-country law requires it to prepare and disclose accounts

Every director must first verify their identity with Companies House and give their personal code on the form. Directors who live outside the UK can verify through an authorised corporate service provider instead of GOV.UK One Login.

After that the company delivers accounts to Companies House every year: within 13 months of the end of its accounting reference period if home-country law does not require it to disclose accounts, or within 3 months of the home-country disclosure date if it does. Online filing costs £50 and paper filing £110.

UK property: rent, gains and the Register of Overseas Entities

Rent. Under the Non-resident Landlord Scheme, a UK letting agent, or in some cases the tenant, deducts basic rate income tax from the rent and pays it to HMRC, unless HMRC approves the landlord to receive rent gross. A company can apply online or on form NRL2 if it is incorporated outside the UK, has no UK place of business and is not UK resident. Once approved, it is liable to corporation tax from the date on HMRC's notice, usually the first day of the quarter in which HMRC received the application, and HMRC sets up the registration if needed.

The company files its return online using commercial software, with accounts tagged in iXBRL. One narrow exception: it need not notify chargeability for a period if tax deducted under the scheme fully covers its corporation tax and it has no chargeable gains.

Gains. A sale of UK property, or of shares in a UK-property-rich company, goes on the company tax return (CT600), not the 60-day return individuals use. A company not otherwise registered must register within three months of the disposal, with some exceptions, such as disposals covered by the substantial shareholding exemption. Simply holding UK property does not require registration.

Register of Overseas Entities. This is a Companies House register, not a tax registration. An overseas entity that wants to buy, sell or transfer UK land must register and name its beneficial owners or managing officers. It also covers entities that bought land on or after 1 January 1999 in England and Wales or 8 December 2014 in Scotland; in Northern Ireland, only land bought on or after 5 September 2022 counts. Registration costs £250, and an update statement is due every year. Our article on holding UK property through an offshore company also covers ATED and inheritance tax.

After registration: UTR, returns, payment and penalties

Once the UTR arrives, set up HMRC online services and add Corporation Tax. HMRC then posts an activation code to the overseas registered office, which can take another 2 to 8 weeks, so allow for two rounds of post.

• Return: due 12 months after the end of each accounting period, even if there is a loss or no tax to pay.
• Payment: due 9 months and 1 day after the end of the period if taxable profits are up to £1.5 million; above that, the company pays in instalments.
• Accounting date: tell HMRC the date your accounts are made up to. HMRC sets deadlines from the date on its records.

Time after the filing deadline	Late filing penalty
1 day	£200
3 months	Another £200
6 months	HMRC estimates the tax and adds 10% of the unpaid tax
12 months	Another 10% of any unpaid tax

If a return is late three times in a row, each £200 penalty rises to £1,000.

A worked example. Acme Holdings Ltd, a fictional British Virgin Islands company, starts letting a flat in Leeds on 1 March 2027 and makes up accounts to 31 December. Its first accounting period runs from 1 March to 31 December 2027, so it tells HMRC by the end of May 2027. Its tax is due by 1 October 2028 and its return by 31 December 2028. Having bought the flat in 2027, it also had to be on the Register of Overseas Entities.

The order to do things in, and how Cosmos helps

1. Work out which rule applies and when, and diary the three-month deadline.
2. With a UK place of business: verify every director, then file OS IN01 within one month.
3. Without one: register with HMRC on the matching gov.uk form.
4. When the UTR arrives, set up online access and authorise your agent.
5. Check VAT separately: corporation tax registration does not cover it.

An overseas company that is not established in the UK for VAT purposes has no VAT threshold, so one UK taxable sale can mean registering. A registered or virtual office alone does not make it established. Our guide to UK VAT registration for overseas companies covers the application, and UK VAT for non-resident and overseas businesses covers when you must register.

How Cosmos helps. Cosmos handles UK corporation tax registration, company tax returns, VAT and UK establishment filings at Companies House for companies incorporated outside the UK. We arrange director identity checks for Companies House through our UK authorised partner. We hold every deadline on one calendar with your group's other filings, and quote a fixed fee upfront. Where the permanent establishment question is unclear, we bring in a qualified UK tax adviser. Cosmos is not a law firm. See company formation in the UK or book a call.

FAQ

Does a foreign company have to register for UK corporation tax?

Only if it comes within the charge: it trades in the UK through a permanent establishment, carries on a UK property business, deals in or develops UK land, or makes a gain on UK land or on shares in a UK-property-rich company.

What is the deadline to register an overseas company for UK corporation tax?

Three months from the date the company becomes liable. Section 55 of the Finance Act 2004 requires written notice no later than three months after its first accounting period begins.

How does a non-UK company get a UTR?

HMRC issues it after registration and posts it to the company's overseas registered office. HMRC aims to process a registration within 15 working days, and the letter can take 2 to 8 weeks to arrive.

Do non-resident company landlords pay income tax or corporation tax?

Corporation tax, since 6 April 2020. Letting agents or tenants still deduct basic rate tax from the rent unless HMRC has approved the company to receive it gross.

What rate of corporation tax does a non-UK resident company pay?

25%. The 19% small profits rate and marginal relief apply only to UK-resident companies, so a non-UK resident company pays the main rate on all its UK taxable profits.

Does an overseas company need to register at Companies House?

It registers as an overseas company only if it opens a UK establishment, such as a place of business or branch, by filing form OS IN01 with the £124 fee within one month. An overseas entity that owns or buys UK land also registers on the Register of Overseas Entities, which is a separate Companies House register.

Is the Register of Overseas Entities the same as corporation tax registration?

No. It is a Companies House register of the beneficial owners of overseas entities that own UK land, with a £250 fee and a yearly update statement. Corporation tax registration is a separate notice to HMRC.