Selling in the UK as an overseas business

Different jurisdictions often take very different approaches when it comes to consumer sales and it can be difficult for businesses already well-established in one jurisdiction to know what to expect when making the move into an overseas sales channel. Here, we break down some of the key factors to consider.

Establishing a UK presence

Firstly, businesses should consider whether they wish to operate on their own account or via a third party when trading in the UK.

Operating on your own account could involve registering as a UK establishment such as by setting up a UK branch or setting up a corporate subsidiary. Alternative options could be to establish a limited liability partnership, general partnership, or even partnering with another company as a joint venture. Alternatively, a business can operate via a third party by appointing an agent, a franchisee, or a distributor. The best option will depend on various factors, including how involved the company wants to be in the sales and what level of risk it is willing to assume.

Where a business chooses to establish a UK company, the provisions of corporate law will apply in full. This will include obligations to keep and file accounts, register with the UK tax authorities, and carry out standard corporate filings. As such, this route involves a higher level of risk and responsibility but comes with the advantage of full control and financial benefit. However, operating via a third party may be a good option for businesses who don’t want to bear the risk of the unfamiliar rules and regulations of the UK.

Consumer rights

The Digital Markets, Competition and Consumers Act 2024 (DMCCA) (473 pages/5.6 MB), which came into force in April 2025, introduces new provisions and enforcement powers which greatly expand consumer rights.

The DMCCA significantly impacts all businesses which sell to UK consumers, including businesses located outside the UK, as it places consumer protection law on a par with competition law in terms of the strength of the new enforcement powers of the Competition and Markets Authority (CMA). This includes substantial monetary penalties the CMA can impose on businesses and individuals for non-compliance. As such, ensuring that appropriate consumer protections are reflected in business-to-consumer contracts and practices has never been more important. 

In the UK, a key piece of legislation covering consumer rights and remedies for the sale and supply of goods, digital content and services is the Consumer Rights Act 2015 (CRA) (206 pages/4.6 KB). This legislation also codifies the law on unfair terms in consumer contracts.

Some of the key obligations affecting the supply of goods under the CRA are in relation to:

• delivery – for example, goods must be delivered “without undue delay”;
• unfair terms – certain terms will automatically be deemed “unfair” or subject to a “fairness test”;
• faulty goods – the CRA sets out tiered remedies where goods are faulty, starting with repair or replacement before the supplier is obligated to refund the customer; and
• quality of the goods – for example, goods must be of satisfactory quality and fit for purpose. These terms are implied by law into contracts so liability cannot be excluded.

Distance selling

The Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013 (CCRS) (31 pages/934 KB) is another key piece of legislation which applies to contracts for goods, services and digital content made by means of distance communication. This applies in situations where the buyer and seller are not physically present simultaneously (i.e. online sales).

Some of the key legal requirements for distance selling are:

• customers must be given pre-contract information in a clear and comprehensive manner, including details of their right to cancel and the total price of goods including taxes;
• confirmation of contracts concluded must be given on a durable medium – that is, a method of storing information which allows it to be saved – within a reasonable time; and
• customers have a right to cancel at any time within a 14-day cooling off period, without having to give any reason, which must be factored into the terms of sale, website processes and logistics processes. There are some exemptions to the right to cancel for bespoke or customisable goods.

Businesses must ensure that their websites reflect these requirements clearly. In addition, in the UK, all company details must be displayed prominently on the website, including registered address and VAT number. Details for complaint information requests must also be prominent, and terms and conditions listed, including a privacy notice, cookies notice, and modern slavery statement. Other information, such as after sales assistance and guarantees, must also be available, usually in the form of a frequently asked questions (FAQ) page. It is advisable to carry out a full audit of any pre-existing website to ensure that it is compliant with UK requirements before it is used to sell goods or services to UK consumers.

Intellectual property

The UK has a strong regime to enable businesses to protect their intellectual property (IP) rights and innovation, and it is important that any business expanding into the UK market abides by but also takes advantage of such protections.

Trademark clearance searches can be carried out to establish whether a business can use its existing brand name in the UK. This is also helpful in determining what domain names may be available for a company’s UK website.

Other IP rights arise automatically and do not require registration, for example copyright, database rights and unregistered designs.

It is also important for businesses, once established in the UK, to monitor their IP portfolios and make note of when any trademark renewals may be due, as well as monitoring online infringements and comments to ensure that the company’s brand and reputation is protected. Online solutions such as Pinsent Masons’ Alteria can be used to support with both these actions.

Data protection

UK data laws require that personal data, for example relating to employees or customers, is “processed” fairly, transparently and lawfully. Penalties for processing personal data in breach of the UK General Data Protection Regulation (GDPR) can extend to £17.5 million or, if higher, 4% of global annual turnover. Therefore, ensuring that appropriate measures for processing personal data are in place is vital.

UK GDPR also requires companies to publish a “privacy notice” on their website which is a public document explaining how that company processes personal data and how it applies data protection principles.

There are now additional rules around the transfer of personal data internationally and stringent safeguards may need to be put in place where data is collected in the UK but is then transferred to a different country to be processed and that country is not on the ‘approved’ list.

Advertising and marketing

The Advertising Standards Agency (ASA) regulates all types of advertising to prevent misleading, harmful and offensive advertising. Its rule book, the CAP Code (121 pages/3.4 MB), contains specific regulations relating to different types of products and services. The ASA also heavily regulates the use of social media influencers and has strict requirements around disclosure of advertising content by influencers, such as the use of #AD at the start of content.

The ASA has a wide range of powers from withdrawing or amending ads to naming and shaming brands on its website. In severe cases of substantive consumer law breaches, the CMA also has the power to fine businesses up to 10% of their global annual turnover and fine individuals who are an “accessory” to such breaches up to £300,000 personally.

Regulatory considerations

There are various additional pieces of legislation and regulations which UK companies must comply with, some of which depend on the nature and size of the relevant business. Some examples include:

• The Bribery Act 2010 (19 pages/613 KB), which sets out five key UK bribery offences. “Relevant commercial organisations” can be criminally liable if they have failed to prevent an act of bribery by persons associated with them which was intended to benefit the commercial organisation. Directors and officers also commit a criminal offence if they turn a blind eye to bribery;
• The Modern Slavery Act 2015 (98 pages/2.9 MB), which requires bodies corporate which carry on business or parts of their business in the UK, supply goods or services, and have an annual turnover of £36 million or more to produce an annual slavery and human trafficking statement. The statement must set out the steps taken to combat modern slavery in business and supply chains, or state that no such action has been taken; and
• The Criminal Finances Act 2017 (211 pages/5.6 MB), under which organisations can be criminally liable if they fail to prevent employees or associated persons from facilitating a tax evasion offence.
• The UK also has various product safety standards in place which companies must ensure are complied with before the products are placed on the market. Certain products, such as medicines, are subject to specific additional standards too which companies must be aware of and strictly abide by.

Other considerations

Depending on the way in which the goods or services are going to be provided, and the specific industry the business is operating in, there will likely be other pieces of legislation and regulations applicable.

Payment regulations

The Payment Services Regulations (169 pages/2.3 MB) apply to UK websites that facilitate electronic payments. Where payment can be made by card, the Payment Card Industry Data Security Standard (PCI DSS) would also apply. A company’s UK website should be set up with a payment provider with this in mind.

Sustainability

The term ‘greenwashing’ is used to describe untrue or misleading statements made about the environmental performance or impact of a business, product or service. In the UK, environmental claims fall within the remit of the DMCCA, meaning that the CMA will have direct powers to enforce against green claims on par with its existing competition enforcement powers.

Logistics

If the products will be manufactured outside of the UK and then shipped into the UK, there will be various export and import duties, registrations and paperwork to put in place. Storage and UK logistics services may also be required to the extent that local carriers are not used in the first instance.

Employment

Any business you decide to establish in the UK is likely to require individuals to work within it. These can be drawn from the UK labour market, or potentially be transferred from your existing workforce outside the UK.  Depending on the arrangement chosen, immigration rights may also be relevant.

The specific considerations applicable to your business are not always obvious from the outset and seeking UK legal advice is always recommended.