UK Market Entry Guide

How to Enter
the UK Market —
A Guide for Polish Companies

The United Kingdom remains one of the three largest markets in the world for Polish businesses and investors. This guide brings together everything you need to know before making the decision to expand: from choosing your entry model, through legal and tax formalities, to finance, employment and operations in the UK.

Why the United Kingdom

The UK is not a market like any other

The United Kingdom is the sixth largest economy in the world and the third largest market in Europe — despite Brexit. London remains a global centre for finance, law and corporate activity. For Polish companies, the UK is a market home to over 700,000 Poles building businesses and careers, with extensive legal and institutional infrastructure, and a culture where a contract with a British partner opens doors to further markets — from the Commonwealth to the United States.

J.Dauman Poland has been present in London since 1948. This means we understand the British market not as a set of regulations, but as an environment — with its own business culture, network of relationships and sector-specific dynamics. That knowledge translates directly into the quality of decisions our client companies make.

For a Polish entrepreneur, the UK offers several unique advantages:

  • Company law that is welcoming to non-resident founders — a Ltd company can be registered within 24 hours
  • Corporation Tax at 25% (for companies with profits above £250,000) with holding structure optimisation mechanisms
  • Access to the City of London — the global centre for funding, private equity, venture capital and institutional banking
  • English contract law — the standard for global transactions, recognised and enforced worldwide
  • Commercial and residential property market as an investment and operational platform
  • A UK address — a credibility and stability signal for many international clients
UK Market Entry Models

Four entry routes — and how to choose the right one

There is no single UK entry model that works for everyone. The choice depends on industry, scale, objectives and time horizon. Here are the four main routes used by Polish companies.

01
Private Limited Company (Ltd)

The most popular model for Polish companies entering the UK market. A Ltd company is a separate legal entity with limited liability, independent from the Polish parent company. Registration at Companies House takes 24–48 hours. It requires a Registered Office address in the UK, a director (who may be a non-resident) and a minimum share capital of £1.

Best for: service, technology and trading companies entering organically

02
Branch of a Polish company

A branch is not a separate legal entity — it is an extension of the Polish company into the UK territory. Simpler to register than a Ltd, but it carries full liability for obligations back to the parent company. Registration at Companies House as an Overseas Company is required. The branch must file financial accounts, which are publicly available.

Best for: companies testing the market before full commitment

03
Holding structure and SPV

For companies planning a larger UK presence — investments, property, acquisitions — a holding structure is optimal: a UK Ltd as the parent, with the Polish entity or SPVs as subsidiaries. This allows tax optimisation (inter-company UK dividends, participation exemption), risk management and separation of assets from operational activity.

Best for: investors, asset-portfolio companies, multi-phase expansion

04
Acquisition — buying an existing business

The fastest way to build a UK position — by acquiring an existing company with its brand, clients and contracts. Requires legal, financial and operational due diligence, deal structuring and post-transaction integration. J.Dauman coordinated acquisitions for Polish companies in the UK — including EMTECH's acquisition of Andover Trailers.

Best for: companies with capital who want an immediate strong market position

VAT and taxes in the UK

UK taxation — what you didn't know before you entered

A Polish company operating in the UK faces a tax system different from Poland — with its own thresholds, deadlines and logic. The most common mistakes arise from applying Polish assumptions to the British context.

VAT — registration and obligations

In the UK, VAT registration becomes mandatory once annual turnover exceeds the registration threshold (always check the current threshold on gov.uk, as it is regularly updated by HMRC). The standard VAT rate is 20%. Since Brexit, the VAT system for EU transactions has changed — the import of goods is subject to different rules than before 2021, and VAT returns are filed through Making Tax Digital.

Corporation Tax — company income tax

Since April 2023, Corporation Tax in the UK is 25% for companies with profits above £250,000. Companies with profits up to £50,000 pay 19% (the Small Profits Rate). Between these thresholds a marginal rate applies. A company's tax year in the UK does not need to coincide with the calendar year — it runs from the registration date or a date chosen by the company.

Permanent Establishment — when a Polish company pays tax in the UK

A Polish company without a Ltd can still be subject to UK taxation if HMRC determines that it has a fixed place of business there (Permanent Establishment). This applies to employees in the UK, warehouses, and sales representations. It is a risk that many companies ignore, which can result in back-tax liabilities.

→ UK VAT for a Polish company — when to register (PL) → Permanent Establishment — when a Polish company pays UK tax (PL) → Holding structure for a Polish company abroad — how it works (PL)
Finance and banking in the UK

A business bank account — the practical side of expansion

Opening a bank account for a Ltd company is one of the most challenging aspects of UK expansion for Polish companies. Traditional British banks (Barclays, HSBC, NatWest, Lloyds) have increasingly high entry thresholds for new companies without a UK credit history. The KYC (Know Your Customer) process for non-residents is extensive and can take several months.

What banks check when opening an account

  • Trading history and financial accounts of the Polish company (typically 2 years back)
  • Ultimate Beneficial Owner (UBO) documentation — the full ownership chain
  • Evidence of real UK activity — contracts, invoices, an office, employees
  • References from an existing bank or UK clients
  • Business plan and cash flow forecast

For companies without a UK history, a good approach is opening an account with a bank that knows Polish entrepreneurs and has experience serving non-residents. J.Dauman helps clients establish banking relationships in the City — not as a broker, but as a partner who understands the requirements of both sides.

E-commerce and Amazon UK sales

For companies selling products through Amazon UK or their own online store into the British market — separate VAT rules apply (the Import One Stop Shop does not apply in the UK after Brexit), customs duties on EU goods and marketplace compliance requirements. Amazon UK requires a UK VAT number for sellers exceeding the threshold.

→ Business bank account for a UK Ltd — how to open one (PL) → UK e-commerce: Amazon, VAT and compliance for a Polish company (PL)
Employment and HR in the UK

UK employment — different rules, different risks

Employing people in the UK differs from Poland at every stage — from the contract, through payroll, to dismissal. Polish companies entering the UK often apply Polish HR practices to the British context and run into problems: unfair dismissal claims, disputes over the employment status of contractors, PAYE arrears.

PAYE — payroll and National Insurance

Any company employing workers in the UK must register as an employer with HMRC and operate a PAYE (Pay As You Earn) system — deducting income tax and National Insurance contributions on behalf of employees. Real Time Information (RTI) requires every payment to be reported to HMRC in real time. Delays result in penalties.

IR35 — contractors and employment status

IR35 is an HMRC rule concerning companies that engage contractors. If HMRC determines that a contractor is working de facto as a permanent employee, the company is required to pay PAYE for that engagement, retrospectively. The off-payroll working rules (in force since 2021) transfer responsibility for the IR35 determination to the engaging company, not the contractor.

Seconding employees from Poland to the UK

After Brexit, seconding employees from Poland to the UK requires checking the immigration status of each person. Polish nationals as EU citizens are subject to different rules than before 2021 — Settled Status or Pre-Settled Status is required for long-term stays. For new employees from Poland, an appropriate visa is needed (e.g. a Skilled Worker Visa, sponsored by a UK-registered company).

→ UK employment and payroll — what a Polish company must know (PL) → IR35 — a Polish company and contractor engagements in the UK (PL) → Seconding an employee to the UK — what you need in place (PL) → Subcontracting in the UK — when HMRC treats it as employment (PL)
UK property market

UK property — a market for businesses and investors

The UK property market is one of the most mature and liquid in the world. For Polish investors, the UK — and London in particular — remains a priority destination because of the stability of property rights, transaction transparency and exit liquidity.

Freehold vs Leasehold — a fundamental distinction

The UK has a dual ownership system unknown in Polish law. Freehold means outright ownership of the property and land in perpetuity. Leasehold means ownership for a defined period (the lease) — often 99, 125 or 999 years — with an annual ground rent and a service charge payable to the Freeholder. For an investor, the difference in value and risk between a Freehold and a Leasehold with a short remaining term can be very significant.

SDLT — the property purchase tax

Stamp Duty Land Tax (SDLT) is paid by the buyer on property purchases in England. Non-residents pay an additional 2% surcharge (Non-Resident Surcharge, in force since 2021). Purchases by a company or as a second home attract an additional 3% surcharge. SDLT rates are progressive and depend on the property value.

Buy-to-Let investment

Buy-to-Let (BTL) is the most popular investment strategy for Polish investors in the UK. It requires understanding the cost structure: a mortgage (available to non-residents with a higher deposit), property management, rental income tax (Income Tax or Corporation Tax through an SPV), insurance and maintenance. ROI must be calculated realistically — including all costs.

→ UK property for a Polish investor — how to buy (PL) → Leasehold vs Freehold in the UK — what it means for an investor (PL) → UK mortgage for a non-resident — what is possible (PL) → How to calculate real ROI on UK property (PL)
What to avoid

Seven most common mistakes Polish companies make entering the UK

01
A company without an entry model

The company registers a Ltd within a week, then spends months not knowing what to do with it. A company is a tool — not a strategy. The entry model must precede registration, not follow it.

02
A virtual address with no correspondence handling

HMRC correspondence sits uncollected for months. Penalties accumulate. The company may be struck off. A Registered Office is not a formality — it is a real responsibility.

03
Misclassifying a contractor as self-employed

IR35 and the off-payroll working rules mean that many contracts that would be B2B in Poland are treated as employment in the UK. The consequence: retrospective PAYE and National Insurance arrears.

04
Late VAT registration

Many companies exceed the VAT threshold without noticing — particularly with e-commerce sales to the UK. Registering late does not exempt you from the obligation to account for VAT retrospectively.

05
Ignoring Permanent Establishment

A Polish company has an employee in the UK who signs contracts. HMRC will treat this as a fixed place of business. UK tax is due — regardless of whether a Ltd company exists.

06
Buying a short-term Leasehold

A Leasehold property with 70 years remaining is not the same as 999 years. A short lease dramatically reduces value, makes resale difficult and prevents obtaining a mortgage. Many Polish investors discover this too late.

07
Entering a regulated sector without checking requirements

Financial services, healthcare, transport, construction — in the UK these require licences, FCA authorisation or other permits before starting operations. Entering without checking the regulations ends with a cease-and-desist order.

Case study

EMTECH: acquisition of Andover Trailers in the UK

Polish technology company EMTECH entered the UK market by acquisition — taking over Andover Trailers, a century-old British brand and supplier to the UK armed forces. J.Dauman Poland coordinated the entire transaction: due diligence, structuring the acquisition of 95% of shares, and the UK–Poland operational model after closing.

The transaction was possible because of J.Dauman's 16-year relationship with the owners of Andover Trailers — built since 2008. Without that market knowledge and the prior trust, the negotiations would not have succeeded. The UK became for EMTECH a centre of global expansion and a platform for access to defence contracts.

"Knowledge of the British market and the trust built since 2008 with the owners of Andover Trailers allowed us to deeply understand the specifics of their business."

— Adam Duda, CEO EMTECH & Andover Trailers Ltd
→ Read the full case study: EMTECH and the acquisition of Andover Trailers
J.Dauman Poland Knowledge Base

43 articles on the UK market — organised by topic

Each article answers a specific question that Polish companies bring to J.Dauman. Author: Piotr Kubalka, FCCA — Partner at J.Dauman Poland with over 20 years' experience on the British market.

Note: articles are currently available in Polish. English translations are in progress.

Planning to enter the UK market?

Write to us. We will discuss your situation and explain how J.Dauman can help you prepare and take that step.