Opening a Foreign Branch of Your Business in England or Wales

The prospect of opening a foreign branch of your business in England or Wales is an exciting one but does not come without legal hurdles. Although there are some formalities and paperwork you will need to complete, the process is relatively straightforward. This article will first explain the difference between registering an overseas company and incorporating a company in England and Wales. It will then explain when you must register as an overseas company and why you might want to. It will finally walk you through the process of registering your business. 

Jurisdictions in England and Wales and the UK

There are three separate legal jurisdictions in the UK: England and Wales, Northern Ireland, and Scotland. Therefore, this article only applies to foreign businesses operating in England and Wales. 

Opening a Foreign Branch vs Incorporating in England and Wales 

If you already have an incorporated company registered in another country outside of the United Kingdom (including England, Wales, Northern Ireland, or Scotland), you have two main options:

1. incorporate a new company in England and Wales as a subsidiary of your existing company; or
2. register your existing company as a foreign branch of your business in England and Wales.

In general, if you incorporate a new company as a “subsidiary”, it will be wholly owned by its “parent company” (i.e. your current company) and will have a separate legal existence. This means the parent company will not be liable for its debts, but the parent company is subject to the laws of England and Wales. 

On the other hand, if you register your existing company as a foreign branch of your business, the process is quicker. Likewise, you will have more flexibility to make decisions because you will not be subject to UK company law. However, you will not have the benefit of limited liability for your operations in England and Wales. 

Registering Your Company Overseas

If you have a pre-existing incorporated business that trades outside the United Kingdom, you must register if either of the following applies:

• you have set up a place of business in England or Wales; or,
• you intend to set up a place of business in England or Wales.

A place of business in practice means some kind of physical location in England or Wales. Examples include shops, offices, or outposts. 

Therefore, if you run your business over the telephone or the internet, you have no obligations to register even if your customers are in England or Wales. 

The Registration Process

Companies House is the public body that regulates companies. To register your business, you must complete form OS IN01 and send it to Companies House within one month of opening for business. 

How Do I Complete the Form?

In general, you will need the following information:

• the corporate name of the overseas company and any other names the business will trade under in England or Wales or anywhere else in the UK;
• if you have ever received a UK establishment registration number in the past;
• the address and country in which your company is registered;
• the law that governs your company (usually it will be the same as the law of where your company is registered); and
• if you are obligated to prepare accounts in the country of registration (i.e. financial accounts) — most companies registered in the EU are. Therefore, you will need to send your most recent accounts as part of your registration.

You must also send over as part of your registration:

• a certified copy of the constitution of your company — if this needs to be translated, you must certify the translation;
• other particulars related to your company that are not contained in the constitution, such as your issued share capital; and
• the nature of your business operations in the UK, including in England and Wales.

Additionally, you must register the names of all the company’s officers, including directors and secretaries, along with an address where they can receive any future correspondences. 

You will also need to nominate one or more officers that have the authority to act on behalf of the company in England or Wales. Again, you must disclose their permanent address. 

Other Requirements

You must notify Companies House within 14 days if any of the following details have changed:

• the company name or address;
• the nature of the company’s business;
• details of any company officer; and
• the nature of the company constitution or the powers of the officers.

Key Takeaways 

If you conduct business from any location in England or Wales, at the very least, you will need to register your company as an overseas company with Companies House. The process is straightforward and costs £20. You will need to complete a form that should take no more than an hour if you have all the pertinent information to hand. 

If you need help with opening a foreign branch in England or Wales or need assistance with registering your overseas business, our experienced corporate lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today at 0808 196 8584 or visit our membership page.

Frequently Asked Questions