This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice.
The current framework for overseas companies that operate their business in the UK accommodates two regimes, one for places of business and one for branches that are registered here. The Government has decided to move to a more straightforward, single regime to avoid confusion when it comes to registration. Responses to recent consultation warmly supported a single regime, under the general term ‘UK establishment’, which accommodates both the EU concept of branches and the wider concept of place of business.
Registration of a UK establishment
Within 1 month of opening a UK establishment, an overseas company must deliver to Companies House a completed application form for registration of an overseas company opening a UK establishment (Form OS IN01);
If the company is registering its first UK establishment, it must also deliver to Companies House:
When an overseas company registers a further UK establishment, it is not required to again deliver these documents and may instead state in the return that they have been delivered in respect of another UK establishment (giving the registered number of that establishment).
You may register an overseas company using its corporate name (its name under the law of the country it is incorporated), or an alternative name under which it proposes to carry on business in the UK. Once such an alternative name is registered it is treated for UK legal purposes as a company’s corporate name.
There are a number of controls and restrictions which apply to your choice of name. For further guidance, please click here.
Documents of overseas companies to be sent to Companies House after registration
An overseas company should notify Companies House of any changes to the original information delivered for registration as and when changes occur. This includes changes to:
An overseas company must deliver forms notifying the changes of particulars of the UK establishment to Companies House within 21 days of the change. In the case of a change affecting the overseas company in its parent state, the notifying form must be delivered within 21 days after the date on which notice of the alteration could have been received by post in the UK (if dispatched with due diligence). You can download the appropriate form from our website.
Accounting documents after registration
The accounting documents an overseas company must deliver will depend on whether the company is required to prepare and disclose accounting documents under parent law (the law of the country in which the company is incorporated) or not.
Companies required to prepare and disclose under parent law
An EEA overseas company that is required to prepare, audit and disclose accounting documents and a non EEA company that is required to prepare, audit and disclose such documents, must, under parent law, deliver them to Companies House within 3 months from the date on which the document is required to be disclosed in accordance with its parent law.
Accounting documents will include the accounts of the company for a financial period; any annual report of the directors; any auditor’s report on the accounts and director’s report.
The accounting documents must be accompanied by a statement containing the following information;
A failure to deliver the accounting documents and accompanying statement to Companies House by the due date is a criminal offence committed by every person who was a director before the end of the 3 month delivery period.
Companies not required to prepare and disclose under parent law
Some overseas companies may not be required to prepare and disclose accounting documents under parent law. However, the company still has a duty to prepare, sign and deliver accounts to Companies House. There are detailed requirements for such accounts in the Overseas Companies Regulations 2009 and these include the following;
the accounts must be approved by the board of directors and signed on behalf of the board by a director on the company’s balance sheet; and
the directors of the company must deliver accounts to Companies House within 13 months of the end of the relevant accounting reference period unless it is the company’s first accounting reference period and adapted rules apply. Further information is included in the Overseas Companies Regulations 2009.
Registration of charges
All overseas companies that have registered at Companies House must register specified charges created by the company over property situated in the UK. Either the overseas company or the person taking the charge should send a form OS MG01 to Companies House with a certified copy of the instrument (if any) within 21 days of the charge being created with the registration fee. Specified charges requiring registration include a charge on land or any interest in land; a charge created or evidenced by and instrument that would require registration as a bill of sale;
Company information at its business premises
An overseas company that carries on business in the UK should continuously display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated continuously at:
The company must display the sign with its company name and country of incorporation:
Company information on its business communications and website
Every overseas company must include the company’s name in all forms of business correspondence and documentation used for carrying on business activities in the UK, whether in hard copy or electronic, including:
An overseas company must also state the following particulars on all business letters, order forms and websites that are used in carrying on business in the UK:
The disclosure of all this information must be in characters that can be read with the naked eye.
If a company decides to include the name of a director or directors (other than in the text or as a signatory) on business letters it must disclose the names of all the directors. In the case of a body corporate or legal person, it must disclose its corporate or firm name.
The disclosure of this information must be in characters that can be read with the naked eye.
Procedures and requirements to the document
Generally speaking, the procedures and requirements to the documents sent to Companies House are the same as for other types of companies. For further guidance please click here.