How to register as an overseas company in the UK

If you are the owner or representative of an abroad-based business that wishes to establish a presence in the United Kingdom, you will likely have to officially register as an overseas company in the country. Today’s blog will therefore provide an overview of how to register as an overseas company via the UK Department for International Trade. Prior to that, it will answer commonly-asked questions like, “Can an overseas company be listed in the UK?”, and “Do foreign companies pay tax in the UK?” And finally, “What is a UK branch of an overseas company?”

Answers to some basic questions: 

1. Can an overseas company be listed in the UK?
   • Yes. If an overseas company has a branch in the UK than it can be listed in the country.
2. Do foreign companies pay tax in the UK?
   • If a foreign company conducts business in the country (i.e. makes money in the UK) and is also  considered to be “permanently established” there, then it will likely have to pay tax in the country. 
3. What is a UK branch of an overseas company?
   • A UK branch of an overseas company is an outpost of an-abroad-based company. In effect, a UK branch is an arm of a foreign company which conducts business in the country. 
4. How can a foreigner start a UK Limited Company?
   • A UK limited company is one that is “limited” by either guarantees or shares. A foreigner can learn about how to start a UK limited company by contacting us here.

Registration overview

• As mentioned above, owners/representatives of abroad-based businesses that are establishing a business in the UK must register with Companies House—an official government agency under the umbrella of the UK Department for Business, Energy, and Industrial Strategy. In addition to registering abroad-based companies, Companies House is tasked with dissolving and incorporating business entities (such as a UK limited company) in the country. 
• Companies that are required to register include those that are already performing business activities within the country (England, Wales, Scotland, Northern Ireland). 
• Companies that lack a presence in the country can avoid having to register. 
• Individuals/companies developing land/buildings in the country must register for Corporation tax. 
• The Department for International Trade establishes what type of entities are eligible to register in Britain. Please note that unincorporated entities and partnerships are prohibited from registering as overseas companies in the country. 

How it works

1. Complete form 
   • The registration process involves the submission of a particular form (specifically numbered OS IN01). 
   • This form will ask you to fill in certain information about your company, including: 
     • Its official and full name. 
     • The name the company will use once it operates in Britain (if different from above). 
     • Whether it is a financial or credit institution. 
     • The country your company was incorporated in. 
     • Abroad address of the company. 
     • List and details of all relevant corporate secretaries. 
   • In addition to supplying the above details via form OS IN01, registrants should also attach official copies of a number of documents, including the following: 
     • Constitutional documents (i.e. the constitution of the company). 
     • Accounts. 
     • Correspondence.
   • Please note that any forms you submit in a language other than English or Welsh  will need to be accompanied by a translation (into either English or Welsh) that is notarized.  
   • Contact us here in order to access the registration form. 
2. Pay registration fee 
   • The cost to register your company abroad (i.e. as an overseas company) is £20. 
   • Applicants can pay the above fee by enclosing payment alongside their OS1N01 form. 
   • Acceptable forms of payment include postal order and check. 
3. Double check your provided information 
   • Give your form a once-over before submitting it. Incomplete forms or those with errors will be returned to sender. 
4. Submit registration
   • Submit your registration for an overseas company by mailing your registration (and fee) to the following address: 
     • England/Wales: The Registrar of Companies, Companies House, Crown Way, Cardiff, Wales, CF14 3UZ.
       DX 33050 Cardiff.
     • Northern Ireland: The Registrar of Companies, Companies House, Second Floor, The Linenhall, 32-38 Linenhall Street, Belfast, Northern Ireland, BT2 8BG. DX 481 N.R. Belfast 1.
     • Scotland: The Registrar of Companies, Companies House, Fourth floor, Edinburgh Quay 2, 139 Fountainbridge, Edinburgh, Scotland, EH3 9FF. DX ED235 Edinburgh 1.
5. Inform Companies House of any changes 
   • Be sure to inform Companies House of any changes to the particulars of your business no longer than two weeks after they occur. This specifically applies to any information contained in the original sent form (such as company name, company activities, etc). 

Please note, while the above information about how to register as an overseas company applies generally to the UK, if you are serious about establishing a business in the UK, you should pursue country-specific information about establishing a UK presence of an abroad-based business in England, Wales, Northern Ireland, or Scotland. For more information about how to register your company abroad, and for specific information about how a foreigner can start a UK Limited Company, contact us directly here.