Yes. A UK company’s directors can all live abroad, and nationality is no bar, but the company must keep a UK registered office and every individual director must verify their identity with Companies House. The practical issues are getting verified from overseas, making sure post at the registered office reaches someone, running board meetings across borders and keeping the company’s tax residence where it should be.
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Is it actually allowed?
GOV.UK states plainly that directors do not have to live in the UK, but companies must have a UK registered office address. A director must be 16 or over and must not be disqualified or an undischarged bankrupt without the court’s permission; those rules apply in the same way wherever the person lives. The Companies Act requires a private company to have at least one director (section 154) and at least one director who is a natural person (section 155), but says nothing about residence, so a company can have a single director living overseas. The general eligibility rules are on who can be a company director. This page deals with what is different in practice.
What does an overseas director have to give Companies House?
The same information as anyone else. Section 167J lists the required information for an individual director: name, date of birth and nationality, relevant former names, a service address, usual residential address, and the part of the UK in which they usually live or, if they live outside the UK, that country or state. The company’s notice of the appointment must also contain a statement that the person has consented to act, a statement that their identity is verified, and a statement that they are not disqualified (section 167G(3)). It must reach Companies House within 14 days beginning with the date of appointment (section 167G(6)).
The service address is public. GOV.UK explains that a director who uses their home address as the service address can ask Companies House to remove it from the register; for someone abroad, a UK business address that will reliably pass on legal documents is often the more practical choice. See protecting a director’s home address.
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How does identity verification work from abroad?
Since 18 November 2025, identity verification has been a legal requirement. There are two routes, and residence affects which one works:
- GOV.UK One Login. Companies House says this is free and that a person can verify online with a biometric passport from any country, or with UK photo ID such as a UK driving licence or biometric residence permit. The fallback options of bank or building society details and in person checks at the Post Office are offered only to people who live in the UK.
- An Authorised Corporate Service Provider (ACSP). Companies House states this can be done from any country, the agent must be registered with Companies House and supervised by a UK anti money laundering body, and the agent may charge a fee.
So a director abroad without a biometric passport will usually need an ACSP. Once verified, the director receives a Companies House personal code. A new director must provide it as part of the appointment filing, and an existing director provides it with the company’s next confirmation statement. Companies House states that the company cannot file its confirmation statement unless all its directors are verified.
Section 167M makes it an offence for an individual to act as a director unless their identity is verified, and for the company and its officers in default to let them, although the director’s acts remain valid (section 167M(6)). See Companies House identity verification.
Why does the registered office need more thought?
Section 9 requires the application to register a company to state whether the registered office is in England and Wales (or Wales), Scotland or Northern Ireland, and section 86 requires it to be at an appropriate address at all times: one where post would be expected to come to the attention of someone acting for the company and where delivery can be acknowledged. Failing to comply without reasonable excuse is an offence by the company and every officer in default.
For a board based overseas, the registered office is the main line of communication with UK authorities. Companies House posts the company’s authentication code for online filing to the registered office. If nobody opens that post promptly, deadlines, compliance letters and strike off warnings can be missed. See registered office address rules.
Can board meetings be held with directors abroad?
Under the model articles for private companies, yes. Article 10(2) provides that in deciding whether directors are participating in a meeting it is irrelevant where any director is or how they communicate, and article 10(3) lets directors who are not in the same place decide that the meeting is treated as taking place wherever any of them is.
Companies on Table A need to read one line carefully. Regulation 88 says it is not necessary to give notice of a board meeting to a director who is absent from the United Kingdom. For a company whose director lives overseas, that can allow meetings to proceed without them unless the articles are updated or the board agrees to give notice anyway. See virtual and hybrid meetings.
Does an overseas director change the company’s tax position?
It can. Section 14 of the Corporation Tax Act 2009 makes a company incorporated in the UK resident in the UK for corporation tax. But section 18 overrides that where a company is treated as resident elsewhere under a double taxation treaty, and such a company is then non UK resident for corporation tax. Where the directors live and take their decisions in another country, that country may also claim the company as resident, and the treaty decides between them. The tests are explained in company residence.
The director’s own fees raise separate questions about UK income tax, PAYE and National Insurance, covered in non resident directors and PAYE.
How does this work in practice?
Illustration only. Lucia lives in Spain and is to become the sole director of a new UK trading company owned by her family.
- She has a biometric Spanish passport, so she verifies through GOV.UK One Login and receives her personal code. Had she only had a national identity card, she would have used an ACSP instead.
- The company uses its UK accountant’s office as its registered office and Lucia’s service address, so post is opened and scanned to her the same day.
- The incorporation shows Spain as her country of usual residence.
- The company’s articles follow the private model articles, so she can take decisions as sole director from Spain. Her accountant flags that if all decisions are made in Spain, Spanish residence of the company needs to be considered with a tax adviser before trading starts.
- Her accountant sets reminders for the accounts and confirmation statement, since nobody in the UK will otherwise chase them.
What mistakes come up most often?
- Assuming an overseas director can verify at a Post Office or with bank details, when those routes are only for UK residents.
- Using a registered office where nobody reads the post.
- Leaving Table A articles in place so meetings can be called without notice to the director abroad.
- Giving an overseas home address as the service address and then wanting it off the public register.
- Ignoring where the board actually makes its decisions and discovering a company residence problem later.
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Related Accountapedia entries
- Verifying identity: GOV.UK One Login or an ACSP
- How to appoint a company director
- Changing a director’s details at Companies House
- What is a Companies House personal code
- Can a company be a director of another company
- Agreeing to be a director of someone else’s company
- How to check if someone is a disqualified director
- Verifying identity as a director living abroad
- Do I pay UK tax on an inheritance from abroad
Related cover: Directors and officers liability insurance and Management liability insurance.
Sources
- GOV.UK: Appoint directors and company secretaries
- legislation.gov.uk: Act 2006 c. 46, section 154
- legislation.gov.uk: Act 2006 c. 46, section 155
- legislation.gov.uk: Act 2006 c. 46, section 167J
- legislation.gov.uk: Act 2006 c. 46, section 167G
- GOV.UK: Verify your identity for companies house
- GOV.UK: Verifying your identity for companies house
- legislation.gov.uk: Act 2006 c. 46, section 167M
- legislation.gov.uk: Act 2006 c. 46, section 9
- legislation.gov.uk: Act 2006 c. 46, section 86
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.
