UK Overseas Company (Branch)
The pathway for foreign companies that want to operate directly in the UK by registering a UK Branch or Place of Business with Companies House under the Overseas Companies Regulations 2009.
No New Entity Needed
Register your existing foreign company as an overseas company in the UK. No need to incorporate a separate UK legal entity — your parent company operates directly.
Fast Registration
Register a UK Branch via Companies House in as little as 5–10 working days. Simpler than incorporating a new subsidiary.
Parent Company Retains Control
The parent company retains full control. The UK branch is an extension of the foreign company — not a separate legal entity with its own shareholders.
UK Branch — At a Glance
Key metrics for an Overseas Company registered at Companies House
Who is this for?
An Overseas Company registration allows any foreign-incorporated company to establish a UK presence. It is commonly used by multinationals, professional firms, and investment companies testing the UK market before committing to a full subsidiary.
Ideal Profiles:
- Multinationals testing the UK market before committing to a full subsidiary
- Professional Services Firms (Law, Architecture, Engineering, Consulting)
- Financial Services & Investment Companies (subject to FCA regulation)
- Technology & Software Companies seeking a UK sales presence
- Construction & Infrastructure Companies bidding on UK projects
Consider a Subsidiary Instead If:
- You want to limit UK liability to a separate entity (use a Ltd)
- You plan to raise UK equity investment (use a Ltd or PLC)
- You want the UK entity to have independent legal personality → use a Ltd
- You want to keep parent company accounts private from UK filings → use a Ltd
Registration Requirements
- Existing Foreign Company: The applicant must already be incorporated in another country. Individuals cannot register as an overseas company — a legal entity is required.
- Certified Constitutional Documents: Certified copies of the parent company’s founding documents (e.g., Certificate of Incorporation, Articles/Charter) translated into English where required.
- UK Authorised Person: At least one individual resident in the UK authorised to accept legal service of process on behalf of the overseas company.
- UK Service Address & Directors List: A UK address for legal service (virtual office accepted). Full names, dates of birth, nationalities and service addresses of all directors of the parent company.
The Roadmap to Launch
Typical timeline: 5 – 10 working days (Companies House)
Board Resolution & Documents
Pass a Board Resolution authorising UK branch registration. Obtain certified copies of constitutional documents (Certificate of Incorporation, Articles, directors list). Arrange certified English translations where required.
Appoint UK Authorised Person
Appoint at least one individual resident in the UK authorised to accept legal service of process on behalf of the overseas company. This person’s UK address becomes the official service address.
File Form OS IN01
Submit Form OS IN01 to Companies House (£71 online fee). Include certified constitutional documents, full directors list, and the authorised person’s UK service address. Processing typically takes 5–10 working days.
Receive UK Registration
Receive your unique Companies House registration number for the overseas company. Display this number and the country of incorporation on all UK business documents and letterheads as required by law.
HMRC Registration
Register with HMRC for Corporation Tax on UK-source trading profits within 3 months of commencing UK trading. Pay UK Corporation Tax (19–25%) on UK profits only. Transfer pricing rules govern intra-group transactions.
Open UK Bank Account
Register for VAT with HMRC if UK taxable turnover exceeds £90,000/year (2024/25). File VAT returns via HMRC’s Making Tax Digital (MTD) platform. Voluntary registration available for lower-turnover branches.
Open UK Bank Account
Open a UK business bank account in the branch’s name. Provide the Companies House registration certificate and parent company documents. Challenger banks (Starling, Tide, Monzo Business) typically onboard international branches faster.
Annual Compliance
File annual accounts of the parent company at Companies House (publicly visible). Notify Companies House within 21 days of any changes to parent company details (directors, address, constitutional documents) via the relevant OS forms.
UK Overseas Branch vs. UK Subsidiary (Private Ltd)
Both are registered at Companies House — choose based on your liability, privacy, and growth objectives
| Feature | UK Overseas Branch | UK Subsidiary (Ltd) |
|---|---|---|
| Legal Identity | Extension of parent company (not a separate entity) | Separate UK legal entity with own legal personality |
| Liability to Parent | Parent company directly liable for UK branch obligations | Parent liability limited to share capital invested |
| Public Accounts Filing | Parent company accounts filed publicly at Companies House | Only subsidiary accounts filed (parent accounts private) |
| Corporation Tax | 19–25% on UK-source profits only | 19–25% on all profits of the subsidiary |
| Setup Cost & Speed | £71 fee, 5–10 days (no new entity needed) | £50 fee, same day (new entity must be incorporated) |
| Best For | Testing UK market, professional services, project-based work | Long-term operations, raising investment, limiting liability |
Frequently Asked Questions
Can a UK branch sign contracts?
Yes. A registered UK overseas company can enter into contracts, employ staff, lease premises, open bank accounts and trade in the UK under its own name.
Are UK branch profits taxed separately?
Yes. The UK branch must pay Corporation Tax on its UK-source profits. The parent company’s overseas income is not subject to UK tax. Transfer pricing rules apply.
Must branch accounts be filed publicly?
Yes. The overseas company must file annual accounts with Companies House. This includes the accounts of the parent company in the UK filing format or an accepted equivalent.
When must Companies House be notified of changes?
Any changes to the parent company (directors, registered address, name, constitution) must be notified to Companies House within 21 days using the relevant OS form.