UK subsidiary or sell direct? What US companies actually need
Short answer: you can sell into the United Kingdom without a UK entity, and many US companies do for years. What forces the decision is usually hiring, holding stock, signing a UK lease, or a customer who will not contract with a foreign entity. Fees are on the United States desk.
Selling direct works until it does not
A US company can contract with UK customers, invoice from the US and be paid in dollars without registering anything in Britain. The limits arrive in a predictable order: a procurement team refuses a US only counterparty, you want to employ someone here, you need to hold stock or lease premises, or your VAT position changes because of where the supply happens.
Permanent establishment is the one that bites
If people in the UK habitually conclude contracts on your behalf, you may create a taxable presence whether or not you registered anything. That analysis belongs with an accountant who handles cross border tax, and we say so rather than guess. What we do is make sure the commercial documents do not create the problem by accident, for example by giving a UK based salesperson authority they do not need.
What a UK subsidiary actually involves
Incorporation takes a day. What takes time is everything after: the articles and shareholder arrangements, the people with significant control register, director appointments, the registered office, employment documents for anyone you hire, and commercial terms rewritten for English law.
The PSC register is the one that catches US groups. It requires you to identify the individuals who ultimately own or control the company, through however many layers sit above it, and getting it wrong is a criminal offence rather than a filing error. See why the paperwork matters.
The delay nobody plans for
UK bank account opening for a company with overseas directors routinely takes months rather than weeks. Plan the launch date around that, not around the incorporation date. Payment providers can bridge the gap for receivables, but a bank account is usually needed before payroll.
The middle option
A UK branch, registered as an overseas company establishment, keeps liability with the US parent and brings its own filing obligations. Most groups choose a subsidiary anyway, because separate liability is the point, but the branch is worth knowing about when the UK activity is genuinely small and temporary.
Common questions
Can we sell to UK customers without a UK company?
Yes, and many US companies do. The decision usually gets forced by hiring, holding stock, leasing premises, or a customer who will not contract with a foreign entity.
How long does incorporation take?
Same day or next day. The documents, registers and commercial terms take longer, and bank account opening for a company with overseas directors often takes months.
Do you advise on US tax?
No. We are Solicitors of England and Wales and advise on English law only. Cross border tax belongs with an accountant, and we will tell you when a question is theirs rather than ours.
Fixed fee agreed in writing before any work begins, written reply within twenty four hours, handled entirely in writing. See the United States desk or send your enquiry.