Can a Non-UK Resident Receive Dividends From a UK Company?
Yes, a non-UK resident can receive dividends from a UK limited company. Shareholders do not normally need to live in the UK or hold British citizenship to receive a dividend.
An overseas shareholder can receive dividends when the company has sufficient distributable profits and the shareholder’s shares carry dividend rights. However, the shareholder may have to declare and pay tax on the income in their country of residence.
A dividend can generally be paid to any properly registered shareholder whose shares carry the relevant dividend rights. This may include:
The shareholder’s nationality or location does not normally prevent them from receiving dividends.
No. A shareholder does not have to be a director to receive dividends.
Directors manage the company, while shareholders own shares in it. The same person can be both a director and shareholder, but these are legally separate roles.
An overseas investor who does not participate in the company’s management can still receive dividends if their shares provide dividend rights.
A UK company can only pay dividends from profits available for distribution. This generally means accumulated realised profits after accounting for losses and Corporation Tax.
A company should not pay dividends merely because it has enough cash in its bank account. Available cash and distributable profits are not necessarily the same.
Before declaring a dividend, the directors should review:
HMRC confirms that a company must not pay more in dividends than its available profits from current and previous financial years. See the official guidance on taking money from a limited company.
The company must follow the correct procedure when paying a dividend to an overseas shareholder.
This will normally involve:
The dividend voucher should show:
A copy should be given to the overseas shareholder and retained in the company’s records.
Dividends must be paid according to the rights attached to the company’s shares.
If all shareholders own the same class of ordinary shares, a dividend will generally be paid in proportion to the number of shares each person owns.
For example, if an overseas shareholder owns 30% of the company’s identical ordinary shares, they will normally be entitled to 30% of a dividend declared on that share class.
Different amounts may be possible when the company has separate share classes with different dividend rights. These rights must be properly established in the company’s Articles and statement of capital.
The UK model Articles for private companies state that dividends must be paid according to shareholders’ respective rights.
The UK does not generally impose withholding tax on ordinary dividends paid by a UK company to a shareholder in another country.
In a straightforward case, the company will therefore normally pay the ordinary dividend without deducting UK Income Tax.
Special rules may apply to certain payments, including property income distributions made by UK real estate investment trusts. The company should confirm the nature of the distribution before making payment.
A genuinely non-UK-resident individual will often have no additional UK tax to pay on an ordinary dividend from a UK company. However, the result depends on the shareholder’s complete circumstances.
Factors that can affect the UK position include:
HMRC provides separate guidance for non-residents receiving UK savings and investment income.
The shareholder may have to report and pay tax on the dividend in their country of tax residence.
Local obligations may include:
The tax rate and reporting rules will depend on the shareholder’s country, legal status and personal circumstances.
A double-taxation agreement between the UK and the shareholder’s country may determine how the dividend is treated.
A tax treaty may:
Relief is not always automatic. The shareholder may need to submit a claim or provide a certificate of tax residence.
A UK company may be able to pay an overseas shareholder in euros, US dollars or another currency.
The board resolution and dividend voucher should clearly record the dividend amount and the basis used for any currency conversion. The company should retain evidence of:
Using a multicurrency business account can make it easier to pay international shareholders in their preferred currencies.
Yes, a UK company can generally pay a valid dividend into the shareholder’s overseas bank account.
Before making the transfer, the company should verify:
The payment reference should clearly identify the transaction as a dividend.
A dividend does not have to wait until the company physically pays its Corporation Tax bill. However, the directors must account for the expected tax liability when calculating the profits available for distribution.
Dividends are not deductible business expenses and do not reduce the company’s Corporation Tax liability.
A dividend may be unlawful if the company does not have sufficient distributable profits or fails to follow the applicable legal requirements.
A shareholder who knew, or had reasonable grounds to believe, that the distribution was unlawful may be required to repay it. Directors could also face consequences for authorising an improper payment.
The company should review current accounts and obtain professional advice if its available profits are unclear.
A non-UK resident can receive dividends from a UK limited company if they are a shareholder and their shares carry dividend rights.
The company must have sufficient distributable profits, formally approve the dividend and issue a dividend voucher. Ordinary UK company dividends can generally be paid overseas without UK withholding tax, but the recipient may have tax and reporting obligations in their country of residence.
Both the company and the overseas shareholder should obtain professional tax advice where the ownership structure, residence position or payment arrangements are complex.
This article provides general information and does not constitute legal, tax or financial advice.