Can a UK company be owned by an overseas holding company?

Yes. There is no restriction on a UK limited company being owned by a company incorporated abroad. The UK company must still keep its registers, file at Companies House and identify on its persons with significant control register the individuals who ultimately control it.

Why put a holding company above a trading company?

A holding company can receive profits from one or more trading companies, hold investments and give the owner flexibility over when money is taken out personally. It can also make a later sale or restructuring simpler. Whether it suits you depends on tax advice and your plans for the business.

Moving shares into an overseas holding company: a cross-border group reconstruction with stamp duty relief

A London consultancy restructured so that its shares were held by a holding company in Slovakia, with stamp duty relief claimed on the reorganisation

By Malcolm Zoppi20 October 2026Professional services

Key facts

Deal type: Corporate restructuring
Acting for: The company
Business: Management consultancy, London
Sector: Professional services
Deal value: Not applicable
Structure: Transfer of the shares from the individual owner to a holding company incorporated outside the UK, as a group reconstruction
Timescale: Coordinated with overseas counsel and the client's tax adviser
Completed: August 2023
Lead solicitor: Malcolm Zoppi

At a glance

The owner of a London management consultancy wanted his UK company to sit beneath a holding company in Slovakia rather than be owned by him personally. We acted for the UK company on the transfer of its shares into the new holding company, worked with the client's tax adviser on stamp duty relief for the reorganisation, and coordinated with Slovak counsel on the overseas side. The restructuring completed in August 2023.

The client and the objective

A holding company structure lets an owner hold one or more trading businesses through a single parent, receive profits into that parent and decide separately when to take money out personally. In this case the holding company was to be based outside the UK, which added a cross-border element to what would otherwise be a routine share transfer.

The steps

Incorporation of the holding company in Slovakia, handled by local counsel.
Transfer of the UK company's shares from the individual owner to the holding company, in exchange for shares in the holding company.
A claim for stamp duty relief on the transfer, prepared with the client's tax adviser.
Board approvals, stock transfer form, updated register of members, and the persons with significant control register and Companies House filings updated to reflect the new owner.

Key legal points

Stamp duty relief on a group reconstruction

Stamp duty is normally payable on a transfer of shares for value. Where shares are exchanged for shares in a new holding company and the ownership stays the same, relief may be available, but the conditions are specific and the claim has to be made properly. We worked with the client's tax adviser to confirm the conditions were met and to prepare the paperwork before the transfer was signed.

Control after the transfer

Once a company is owned by another company, the persons with significant control register has to show who stands behind the parent. With an overseas parent, that needs care: the UK register must still identify the individual who ultimately controls the business. We updated the registers and filings accordingly.

Two legal systems, one timetable

The holding company had to exist, be properly authorised and be able to sign before it could receive the shares. Coordinating the Slovak incorporation and approvals with the UK transfer documents meant both sides of the transaction completed in the right order.

Outcome

The UK company is now owned by the overseas holding company, the relief was claimed and the UK registers and filings reflect the new structure.

What this deal shows

Moving shares into a holding company is routine, but relief from stamp duty depends on getting the conditions right.
An overseas parent does not change the UK company's duty to identify who really controls it.
Cross-border restructurings need one timetable for both jurisdictions.

“The share transfer itself was a few documents. The value was in getting the relief, the registers and two jurisdictions to line up on the same day.”
Malcolm Zoppi

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Frequently asked questions

: Yes. There is no restriction on a UK limited company being owned by a company incorporated abroad. The UK company must still keep its registers, file at Companies House and identify on its persons with significant control register the individuals who ultimately control it.
: Normally stamp duty is payable on a transfer of shares for value, but relief can be available where shares are exchanged for shares in a new holding company and the ownership remains the same. The conditions are specific, so the position should be confirmed with a tax adviser before the transfer.
: A holding company can receive profits from one or more trading companies, hold investments and give the owner flexibility over when money is taken out personally. It can also make a later sale or restructuring simpler. Whether it suits you depends on tax advice and your plans for the business.

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