TRW & Co · Company law and governance
Registering an Overseas Company in the UK: Branch or Subsidiary?
To register overseas company UK establishment details, a foreign company with a physical place of business in the UK files form OS IN01 with Companies House within one month of opening. The alternative is a UK subsidiary. The choice drives who is liable, how profits are taxed and which accounts go on the public register.
Key pointRegistering a UK establishment puts the whole foreign company's accounts on the UK public register and makes the parent directly liable for UK claims, which is why many growing groups choose a subsidiary from the start.
At a glance
Physical presence triggers filing
Registration is needed only when a foreign company has a UK place of business or branch; independent agents and occasional hotel meetings do not count.
One-month deadline
Form OS IN01, a certified constitution and, where required, accounts with certified English translations must reach Companies House within one month of opening.
Directors must verify
All directors of overseas companies must verify their identity, and existing companies confirm this on form OS VS01 by the establishment's anniversary.
Liability and accounts
A branch exposes the parent to UK claims and puts its accounts on public record; a subsidiary ring-fences liability and files only its own accounts.
Tax follows the structure
A subsidiary is taxed on its worldwide profits; a branch is taxed on profits attributable to its UK permanent establishment, with transfer pricing applying to both.
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The short answer: branch or subsidiary?
A foreign company expanding to Britain has two main options. It can register overseas company UK establishment details with Companies House, operating as a branch of the foreign company itself, or it can incorporate a new UK subsidiary, a separate private limited company owned by the foreign parent. Both are common, and both can be set up quickly, but they lead to very different results on liability, tax and filings.
A UK establishment is quick and keeps everything in one legal entity, but the foreign parent is directly liable for everything the UK operation does and must file its own accounts and constitution at Companies House. A subsidiary ring-fences liability, looks local to customers, banks and landlords, and is taxed as a UK company, but it brings a full set of UK company law obligations.
This guide explains when a foreign company must register, how to register overseas company UK branches, what a subsidiary involves and how to choose, as of October 2026. It applies UK-wide, as Companies House treats the UK as a single jurisdiction for UK establishments.
When you must register overseas company UK details
Doing business with UK customers does not by itself oblige a foreign company to register. According to Companies House's guidance on overseas companies registered in the UK, registration is needed only when the company has some degree of physical presence in the UK, such as a place of business or branch, through which it carries on business. The legal framework is Part 34 of the Companies Act 2006 and the Overseas Companies Regulations 2009.
An independent agent who does business on the company's behalf is not a UK establishment, and nor is an occasional location such as a hotel where a director holds meetings on periodic visits. A leased office, a serviced desk used regularly by staff, or a warehouse run by the company's own employees is likely to be one.
Only bodies corporate can register this way. Partnerships, limited partnerships, unincorporated bodies and government agencies cannot register as an overseas company.
Once a UK establishment is opened, the documents must be filed within one month. Missing the deadline can be an offence, and an unregistered establishment can cause problems with banks, landlords and HMRC.
How to register overseas company UK establishments
Foreign companies that register overseas company UK establishment details follow a fixed sequence. Most delays come from certifying and translating documents and from identity verification for directors abroad, so start those first.
- Choose the name. The company can register its corporate name from its home country or an alternative name for UK business. Name rules apply, including restrictions on sensitive words and same-as names.
- Verify directors. Every director must verify their identity with Companies House and provide a personal code before their appointment can be registered.
- Prepare form OS IN01. The OS IN01 form records the company's details, its UK establishment address and business, its directors and secretary with the extent of their authority, and anyone authorised to represent the company or accept service in the UK.
- Certify the constitution. File a certified copy of the constitutional documents, with a certified English translation if they are in another language.
- Add accounts where required. If the home-country law requires the company to prepare and disclose accounts, file a copy of the latest disclosed accounts, again translated where necessary.
- File and pay. Submit within one month of opening, with the filing fee shown on Companies House's current fee list.
- Display the name. Show the registered name and country of incorporation at every UK location and on letters, emails, invoices, order forms and websites.
Existing overseas companies must also confirm, on form OS VS01, that all directors have verified their identity, by the anniversary of the date the UK establishment was opened. Our guide to Companies House identity verification explains the process for directors abroad.
Ongoing filings for a UK establishment
Changes to the UK establishment, such as its address or name, must be notified within 21 days. Changes to the overseas company itself, such as its directors, name or share capital, must be notified within 21 days of the date notice of the change could have been received in the UK by post.
Accounts depend on home-country law. A company that must prepare, audit and disclose accounts under its parent law delivers them within three months of the date they must be disclosed there. A company with no such obligation must prepare accounts under the Overseas Companies Regulations 2009 and deliver them within 13 months of the end of its accounting reference period. Either way, the whole company's accounts go on the UK public register, not just the branch's figures.
Incorporating a UK subsidiary instead
A subsidiary is a private limited company incorporated under the Companies Act 2006, usually wholly owned by the foreign parent. GOV.UK's guide to setting up a private limited company covers the basics: at least one director, at least one shareholder, a registered office in the same UK jurisdiction, articles of association and details of people with significant control. Directors do not need to live in the UK, but each must verify their identity.
The subsidiary files its own accounts and an annual confirmation statement, keeps a register of members and must identify its people with significant control. A foreign parent that is not listed on a UK or EU regulated market usually is not a registrable relevant legal entity, so the subsidiary must record the individuals who control the parent. Our guide to the PSC register explains the tracing rules, and our guide to setting up a UK company covers incorporation step by step.
Regulated businesses
Company law registration is only one layer. A foreign bank, insurer, investment firm, payment institution or consumer credit business usually needs authorisation or registration from the Financial Conduct Authority, and in some cases the Prudential Regulation Authority, before it carries on regulated activities in the UK. Regulators have their own views on whether a branch or a subsidiary is appropriate, particularly for firms dealing with retail customers or holding deposits.
If you plan to register overseas company UK operations in a regulated sector, speak to the relevant regulator early. The regulatory analysis can decide the structure for you, and the authorisation timetable is usually far longer than the Companies House one. Our financial services regulation team advises on UK market entry for regulated firms.
UK establishment and subsidiary compared
| Issue | UK establishment (branch) | UK subsidiary |
|---|---|---|
| Legal personality | Part of the foreign company | Separate UK company |
| Liability | Foreign parent directly liable for all UK debts and claims | Liability limited to the subsidiary, unless the parent gives guarantees |
| Companies House filing | OS IN01 within one month of opening; parent's constitution on file | Incorporation application; articles, officers and PSCs on file |
| Accounts on public record | The whole overseas company's accounts | The subsidiary's own accounts |
| Corporation tax | Profits attributable to a UK permanent establishment | Worldwide profits of the UK-resident subsidiary |
| Profit repatriation | Branch profits belong to the parent already | Dividends, subject to distributable profits rules |
| PSC regime | Does not apply to the UK establishment | Applies; must trace beyond an unlisted foreign parent |
| Commercial perception | Can be harder for UK banks, landlords and public buyers | Usually easier to bank, lease and tender |
| Exit | File OS DS01 on closure | Strike-off or liquidation |
Tax consequences of each structure
Before you register overseas company UK branches or incorporate, model the tax position for the first few years. Both structures normally bring the UK business within corporation tax. A UK subsidiary is UK resident and is taxed on its profits wherever they arise. A foreign company trading in the UK through a permanent establishment, such as a fixed place of business or a dependent agent, is taxed on the profits attributable to that permanent establishment.
The key practical difference is profit attribution. A branch must work out what profit belongs to the UK as if it were a separate enterprise, applying arm's-length principles and the relevant double tax treaty. A subsidiary is a separate entity, but its dealings with the parent, such as management fees, royalties and intra-group loans, are also subject to transfer pricing rules. Neither structure avoids the need for a defensible transfer pricing position.
Repatriation also differs. A branch's profits already belong to the parent. A subsidiary pays dividends out of distributable profits; the UK does not generally withhold tax on dividends, but the parent's home country may tax them. The parent's own tax treatment of branch profits, including any exemption or credit for UK tax, depends on home-country law and the applicable treaty. VAT registration, PAYE for UK employees and customs registrations apply in either case. Our corporate tax team advises on structuring the UK entry.
Many foreign groups start with a branch for speed and then convert to a subsidiary once revenue grows or the first major contract requires a UK counterparty. Converting later means transferring the business, employees and contracts and can have tax costs. If a subsidiary is likely within two or three years, it is often simpler to start with one.
Illustrative scenario: a Bangladeshi manufacturer opens in London
This example is illustrative only and uses generic parties.
A garment manufacturer incorporated in Bangladesh wants a London sales office with three staff to serve UK retailers. It leases a small office and expects to sign supply contracts with large retailers that run supplier onboarding checks.
Registering a UK establishment would be quick, but the manufacturer's full accounts would go on the UK public register, and retailers' contracts would be with the Bangladeshi company itself, exposing its assets to UK claims. A subsidiary would sign contracts in its own name, give retailers a familiar UK counterparty and ring-fence product liability exposure, though retailers may still ask for a parent guarantee.
The manufacturer chooses a subsidiary. It traces its individual controllers for the PSC register, arranges identity verification for its directors in Dhaka, agrees a transfer pricing policy for the sales function and considers Bangladesh Bank requirements for the outward investment. Our Bangladeshi businesses in the UK page covers the corridor-specific steps.
Common mistakes and risks
Opening an office without registering
Some foreign companies sign a lease or install staff in a serviced office without realising this creates a UK establishment. The registration documents must be filed within one month of opening. Late registration can be an offence and often comes to light when a UK bank, landlord or HMRC asks for the registered number. If you have already opened, register promptly and take advice on any earlier contracts.
Underestimating parent liability
A UK establishment is not a separate legal person. Employment claims, product liability, contract disputes and tax debts arising in the UK are claims against the foreign company itself, which can be enforced against its assets. A subsidiary avoids this unless the parent gives guarantees, which UK landlords, lenders and large customers often request. Weigh the exposure before deciding.
Forgetting the public accounts consequence
When you register overseas company UK establishments, the overseas company's own accounts, not just a UK branch summary, usually go on the public register. Privately held foreign groups are sometimes surprised that their consolidated or company-level figures become visible to UK competitors. A subsidiary files only its own accounts, although audit and filing exemptions depend on size and group conditions.
Treating the PSC and verification rules as optional for foreign owners
A UK subsidiary must identify the individuals who control an unlisted foreign parent, and every director, wherever they live, must verify their identity with Companies House. These requirements frequently delay incorporation for groups with directors and owners overseas. Start the verification and PSC analysis before you need the company.
Cross-border points for foreign groups
Home-country rules matter as much as UK ones. Groups based in Bangladesh, for example, must consider Bangladesh Bank rules on outward investment and remittances before funding a UK branch or subsidiary. Gulf, Singapore and Chinese groups face their own outbound approvals and reporting. Align the UK structure with these requirements before signing a lease.
Sending staff to the UK raises immigration questions. Senior employees moving to set up a UK presence may need a work route under the Immigration Rules, and a subsidiary that hires locally may need a sponsor licence for overseas recruits. Our business immigration team advises on both. A foreign entity buying or leasing long-term UK property may also need to register on the Register of Overseas Entities.
Checklist before you register or incorporate
- Decide whether the UK presence is a physical establishment that must be registered.
- Compare liability, tax, public accounts and commercial perception for a branch and a subsidiary.
- Get directors' identity verification done early, especially for directors abroad.
- For a branch, prepare form OS IN01, certified constitution and accounts, with certified translations, and file within one month of opening.
- For a subsidiary, prepare articles, identify PSCs and choose a UK registered office.
- Agree a transfer pricing policy and register for corporation tax, VAT and PAYE as needed.
- Check home-country approvals for outward investment and remittances.
- Set up trading disclosures on signage, correspondence and websites.
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. Our company formation lawyers help foreign groups register overseas company UK establishments or incorporate subsidiaries, and our corporate team advises on group structure and governance. To discuss your UK entry, contact us at info@trw.co or on +880 1779 127165, or visit us at Holborn Gate, 330 High Holborn, London WC1V 7QH.
Frequently asked questions
01Does a foreign company need to register with Companies House to sell in the UK?
Not necessarily. Companies House guidance says registration is needed only when an overseas company has some degree of physical presence in the UK, such as a place of business or branch, through which it carries on business. Selling to UK customers from abroad, or using an independent agent, does not by itself require registration. Once a UK establishment is opened, the documents must be filed within one month. Tax registration is a separate question and can arise even without a UK establishment.
02What documents are needed to register a UK establishment?
You need a completed form OS IN01 with the filing fee, a certified copy of the company's constitutional documents, and, if the company must prepare and disclose accounts under its home-country law, a copy of its latest disclosed accounts. Documents not in English need a certified translation. Every director must also have verified their identity with Companies House and provide a personal code. If the company registers further UK establishments, it does not need to file the documents again.
03Is a UK branch or a UK subsidiary better for tax?
Neither is automatically better. A subsidiary is UK resident and pays corporation tax on its own profits; a branch pays corporation tax on profits attributable to its UK permanent establishment. Both require arm's-length pricing for dealings with the parent. The answer often depends on the parent's home-country treatment of foreign branch profits and dividends, the applicable double tax treaty, expected early losses and plans to sell or restructure later.
04Does a UK establishment have to file accounts?
Yes, most overseas companies with a UK establishment must deliver accounts to Companies House. If the company must prepare, audit and disclose accounts under its home-country law, it delivers those within three months of the date they must be disclosed there. If not, it prepares accounts under the Overseas Companies Regulations 2009 and delivers them within 13 months of the end of its accounting reference period. The filed accounts are those of the whole company.
05Can directors living abroad run a UK subsidiary?
Yes. A UK private limited company needs at least one director, and directors do not need to live in the UK. Every director must verify their identity with Companies House, which can be done remotely or through an authorised corporate service provider. Practical issues such as opening a UK bank account and managing UK tax residence of the company can be harder with an entirely overseas board, so many groups appoint at least one UK-based officer or adviser.
06How do you close a UK establishment?
An overseas company that closes a registered UK establishment files form OS DS01, the notice of closure of a UK establishment, with Companies House. Once that is registered, the company no longer needs to file documents for that establishment. It should also deal with UK tax registrations, employees, leases and contracts. A UK subsidiary, by contrast, must be closed by voluntary strike-off or liquidation like any other UK company.
Sources and official materials
- Overseas companies registered in the UK — Companies House guidance on registration, filings, accounts and disclosures
- Form OS IN01 — Registration of a UK establishment of an overseas company
- When you need to verify your identity for Companies House — Verification deadlines including overseas companies
- Set up a private limited company — Requirements for incorporating a UK subsidiary
- Corporation Tax — HMRC overview including foreign companies with a UK branch
- Register an overseas entity — Separate regime for overseas entities holding UK land
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.