You usually don't need a UK company
Let's answer the headline first. Companies House requires an overseas company to register only when it has "some degree of physical presence in the UK, such as a place of business or branch, where it carries on business". Selling goods online to UK customers, without a staffed UK office or branch, does not by itself trigger that. Where registration does apply, it must be done within one month of opening the UK establishment.
So for a typical overseas DTC brand shipping to UK customers — no UK company is required just to trade. What you may still need are a VAT registration and a GB EORI, which are separate obligations from forming a company.
"Established" means three different things
The confusion comes from treating "UK establishment" as a single status. It isn't — it's tested separately in three places:
- VAT. If you have no UK establishment you are a Non-Established Taxable Person, and the normal VAT-registration threshold doesn't apply — you generally register from your first taxable UK sale. HMRC's test is about where your management sits and whether you have your own staffed premises; "a registered, serviced or virtual office alone is not enough". Detail in UK VAT for overseas sellers.
- Company law. The Companies House physical-presence test above. A brand can correctly have no UK company while still being a VAT NETP — the two tests are distinct.
- Regulated products. Some categories require a UK-established party regardless of whether you are. Cosmetics are the clearest case.
When a product needs a UK-established person
Cosmetics show how this bites. Every cosmetic on the GB market must have a UK-established Responsible Person — the UK importer, a UK distributor selling under its own name, or a UK party you appoint in writing — who is legally accountable for the product and notifies it to the authorities before sale. You don't need a UK company for this, but you do need a UK-established person in that role. The full picture is in selling cosmetics in the UK. Supplements and other regulated lines carry their own rules — see selling supplements.
EORI, and where FHDDS fits
To import into the UK as the importer of record you need a GB EORI number. An overseas business can hold one where it's carrying out qualifying customs activity; if you're not eligible to apply yourself, you appoint a customs agent to act for you. See UK customs clearance.
One point overseas sellers often conflate: FHDDS (the Fulfilment House Due Diligence Scheme) is an obligation on the UK fulfilment business that stores goods for overseas sellers — not on you as the seller. Using an FHDDS-registered partner is a due-diligence signal in your favour, but it doesn't create UK establishment for you, and it doesn't replace your own VAT or import obligations.
Frequently Asked Questions
Do I need to register a UK company to sell to UK customers?
Usually no. Companies House requires an overseas company to register only when it has a physical presence in the UK, such as a place of business or branch. Selling online to UK customers without a staffed UK office does not, by itself, require it. You may still need to register for UK VAT and obtain a GB EORI number, which are separate from company formation.
What does "UK establishment" actually mean?
It's tested separately in different areas. For VAT, it's about where your management sits and whether you have your own staffed UK premises — without one you're a Non-Established Taxable Person. For company law, it's the Companies House physical-presence/branch test. And some regulated products require a UK-established Responsible Person regardless. A business can be a VAT NETP with no UK company at all.
Can an overseas business get a UK EORI number?
Yes. An overseas business can hold a GB EORI number where it's carrying out qualifying customs activity as importer or exporter of record. If you're not eligible to apply for one yourself, you can appoint a UK customs agent to act on your behalf so your goods can still clear customs.
Does using a UK fulfilment centre create a UK company or establishment for me?
No. Storing goods with a UK fulfilment partner doesn't create a UK company, and as a general position it doesn't create a UK VAT establishment either (confirm your VAT status with an adviser, as it's fact-specific). FHDDS — the due-diligence scheme — is an obligation on the fulfilment business, not on you as the seller; using an accredited partner helps your position but doesn't replace your own VAT and import obligations.