UK Business Information / The UK Establishment

An overseas company may establish a “UK establishment” in the UK which may either be a “branch” or “a place of business”.  Both require a large degree of permanence and imply a physical location in the UK often with its own management and able to negotiate business directly with third parties.  The distinction between a “branch” and “a place of business” has less significance since the introduction of the Companies Act 2006 as both a “branch” and a “place of business” are now required to file the same information with the Registrar of Companies. 

Registration

Within 1 month of opening a UK establishment, an overseas company must deliver to the Registrar of Companies the following information:

• a completed ‘Registration of an overseas company opening a UK establishment’ (Form OS IN01) - this form includes information relating to the details of incorporation, the company’s name, directors of the company and address and contact details for the UK establishment; and
• the current registration fee (£20 for a standard registration and £50 for a same day registration).

If an overseas company is registering its first UK establishment, it must also deliver to the Registrar of Companies:

• a certified copy of the overseas company’s constitutional documents (e.g. charter, statute, memorandum and articles of association etc) with a certified translation in English if the original is in a language other than English; and
• in certain circumstances a copy of the overseas company’s latest set of accounts (with a certified translation in English if the original is in a language other than English).

Once the above information has been registered with the Registrar of Companies, the Registrar will then allocate a registered number to both the overseas company and the UK establishment.  An overseas company which has registered with the Registrar of Companies may at any time deliver to the Registrar for registration a statement specifying a name other than its corporate name under which it proposes to carry out business in the UK.  An overseas company may not however register a UK establishment with a name that ends with "limited" or "unlimited". as it will be an inappropriate indication of company type or legal form.

 Ongoing Requirements

There are also certain requirements relating to accounting, the delivery of returns and filing of updated particulars with the Registrar of Companies with which a UK establishment will need to comply.  In particular, an overseas company must deliver accounts to the Registrar of Companies in a suitable format each financial year (unless it is incorporated in a European Economic Area (“EEA”)[1] state and not required to deliver accounting documents under its parent law).  The UK establishment must also (amongst other things) provide information about the overseas company on its business letters, website and display the overseas company’s name and country of incorporation at every location where it carries on its business in the UK. 

This guidance is intended to provide certain information which may be of interest to an overseas company wishing to set up in the UK.  It is not intended to be a full and comprehensive guide, nor to provide any specific legal advice and it does not discuss the special rules or regulatory requirements which apply to certain special types of companies in the UK.  Professional advice should always be sought in relation to any specific situation.

Copyright SGH Martineau LLP

July 2010

[1] European Union member states plus Norway, Iceland and Liechtenstein.