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 using Form OS IN01. A streamlined process compared to incorporating a new subsidiary — processing times are subject to Companies House review.
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 Service Address & Authorised Representative: The overseas company must provide a UK service address for legal correspondence and details of an authorised person to accept service of documents on its behalf, in accordance with Companies House requirements. A virtual or serviced UK office address is accepted.
- UK Directors List: Full names, dates of birth, nationalities, and service addresses of all directors of the parent company.
The Roadmap to Launch
Processing times are subject to Companies House review. Additional time may be required for HMRC registration, banking, and post-registration compliance setup.
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.
UK Service Address & Authorised Representative
Provide a UK service address and details of an authorised person to accept legal documents on behalf of the overseas company, in accordance with Companies House requirements. Virtual or serviced UK office addresses are accepted.
File Form OS IN01
Submit Form OS IN01 to Companies House (applicable government filing fee applies). Include certified constitutional documents, the full directors list, and the UK service address. Processing times are subject to Companies House review.
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 where applicable, within 3 months of commencing UK trading. UK Corporation Tax applies to branch profits in accordance with prevailing UK tax legislation and HMRC guidance. Transfer pricing rules govern intra-group transactions. File an annual CT600 with HMRC.
VAT Registration
Register for VAT with HMRC if UK taxable turnover exceeds the applicable VAT registration threshold under current UK legislation. File VAT returns via HMRC’s Making Tax Digital (MTD) platform. Voluntary registration below the threshold is also available.
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
Overseas companies may be required to file accounts and other information with Companies House depending on applicable regulations and the jurisdiction of incorporation. Notify Companies House promptly of any changes to parent company details (directors, address, name, or constitutional documents) using the relevant OS forms within the timeframes prescribed by the Overseas Companies Regulations.
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 | Applies on UK-source profits only (subject to prevailing UK tax legislation) | Applies on all subsidiary profits (subject to prevailing UK tax legislation) |
| Setup Cost & Speed | Applicable Companies House filing fee. Processing subject to review (no new entity needed) | Applicable Companies House filing fee. Online incorporation (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?
Overseas companies registered at Companies House may be required to file accounts and other documents depending on the applicable regulations and the jurisdiction of incorporation. This may include accounts of the parent company prepared in the UK filing format or an accepted equivalent. The specific filing obligations depend on the company’s circumstances — professional advice should be obtained to confirm what applies to your structure.
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.