Hamilton Pratt

Registration of Overseas Companies

If you have or plan to establish a presence in the UK (without having a subsidiary in the UK), you need to consider whether you need to register as a "branch" or simply register the "establishment of a place of business" (which you would need to do if your operation is limited, for example, to a representative office).  Every limited liability company incorporated outside the UK must register any branch which it opens in the UK.

Every company which sets up operations in the UK but whose activities are not sufficient to require branch registration must register a "place of business" (eg where they set up a representative office or an internal computer processing or technical support centre, warehousing or an administrative office).  A "place of business" registration is also for overseas companies who cannot register a branch because they are not limited companies.

Companies House (which is an agency of the Department of Trade & Industry which operates the UK's companies registry) expects most overseas companies operating in the UK to need to register a branch rather than a place of business.  As summarised above, deciding whether an overseas company has established a place of business in the UK depends on the extent of its presence and activities in the UK.  If a company has no physical presence in the UK because it conducts its business through an independent agent or uses hotels or serviced offices during occasional visits, no registration is required.  On the other hand, if it occupies and conducts its business from premises in the UK (beyond providing administrative or technical support), it will need to register even if there is no physical sign of the company's connection with those premises.  If you intend to have a substantial presence in the UK or want to set up business using one of the above options, you will need to deliver certain forms and documents to Companies House.

Once an overseas company's activities in the UK are substantial and it is trading profitably, it will likely wish to establish and operate a subsidiary company which is incorporated as a private limited company.