How to opening a branch of a foreign business in the UK

Fotis Grontas & Assosiates on June 16, 2020

How to opening a branch of a foreign business in the UK: the current British Government has stressed repeatedly that it welcomes foreign businesses to open branches, its main marketing strategy being Chancellor George Osborne’s tag line that “Britain is open for business”.

Despite this assurance, there are many regulations to comply with. For financial institutions, particularly, the rules surrounding opening a branch can be complicated. Taxation and insolvency issues even more so. It is therefore best to hire professional legal advice in the UK, from expert companies such as Coddan, to navigate the red tape.

The primary requirement for foreign companies planning to open a UK branch – defined as a physical presence – is registration with Companies House.

A registration application must be made within a month of opening a UK business establishment in the UK. You must complete Form OS IN01, available from Companies House, and pay a registration fee.

Various documents are required for registration, such as a certified copy of your current company’s constitutional documents (in verified translated English).

The form and required documents should be submitted to any Companies House Office – it does not matter where in the UK your branch is situated; any office can deal with it.

The name of the foreign company registered in England, Wales, Scotland and Northern Irelandis an important factor. The original corporate name can be used, or an alternative specified for the British branch, but be aware that the choice of name carries some restrictions. The name must not, for example, contain words deemed offensive in the United Kingdom, or be similar or the same as existing companies on the Companies House index. This is one of the aspects that requires expert insight and knowledge.

Once registered you will have to comply with certain directives from Companies House, which will probably include the ongoing delivery of accounting documents. Your branch will also have to display a sign depicting the limited company name registered with Companies House and the country in which it is incorporated.

Branch establishment or subsidiary company incorporation?

What is the difference in between the establishment of a branch of a foreign company and a subsidiary company registration?

There are two ways for a foreign business to start trading in the UK. You can choose to either establish a branch of your limited company, or register as a subsidiary.

Either route requires careful consideration, as each of these options require complying with different rules and regulations, with equally differing consequences. Expert help is recommended in both cases. Coddan Formations Agency is the professional company of choice, which can advise on the correct choice for your limited company’s needs and assist with compliance.

The main difference between a branch and subsidiary is that opening a branch means establishing a physical presence in the UK in which to carry on the business (or agency) of the foreign parent company. With a branch the parent company bears liability. A subsidiary, however, means registration a separate legal entity that is responsible to itself. A subsidiary therefore can have a measure of anonymity, divorced from the parent company.

Both options require registration with Companies House in the UK, as well as registration with Her Majesty’s Revenue and Customs (HMRC) for direct tax, VAT, Pay as You Earn (PAYE) and National Insurance Credits (NIC) where necessary.

If things go wrong, a branch is easier to wind up (it just closes automatically when trading ends), but a subsidiary requires you to follow all the required procedures that would apply to a native UK company in order to be liquidated.

The financial aspect is of major consideration in deciding between a branch or a subsidiary. A branch, for example, has to file the accounts of its foreign parent company at Companies House in the UK, whereas a subsidiary has to disclose only its own financial statements.

Coddan Formations Agency advises that the choice depends mainly on the foreign parent company’s individual attitude to financial capital investment. A subsidiary may well be more expensive to maintain than a branch, especially when tax considerations are taken into account.

A full consultation can provide an answer to the dilemma of branch establishment vs subsidiary incorporation.

Documents needed for the UK establishment start-up

in order for a non-UK resident to create an establishment within the United Kingdom, there are a number of documents that are required – more importantly, it is necessary to have certain documentation verified and “notarised” by someone that is in a position of authority.

A lot of the requirements relate to the need to combat money laundering and other similar practices, and with the correct advice it is possible to complete the application electronically and without having to visit the United Kingdom (although this can be arranged if necessary).

For the most important aspect of preventing money laundering, it is advisable to provide a government-issued proof of ID – this can be something along the lines of a passport, driving licence, or a similar document that includes an element of photographic ID.

Because of official government records that need to be kept at Companies House, it is also necessary to provide a proof of address, and this can be obtained from a bank statement or any other official type of communication that is issued by an organisation in authority.

It is actually a legal requirement for an organisation of this nature to have a registered bank account within the Great Britain, and fortunately this is also a process that we can help with.


Provision of the registered office address and SAIL address for the UK establishment

Provision of the registered office address and SAIL address for the UK establishment: how to acquire legal addresses for your UK establishment? All British, Scottish and Irish establishments require a registered office address, which is the official address for correspondence from HMRC and Companies House. This address will appear on public record and should feature on your establishment’s paperwork. It must be a UK based postal address and not a PO Box address.

If you would prefer to keep your company’s address private, you can use our registered address service, which includes the forwarding of all mail from our registered office to your chosen address. We can either forward your mail to you by post or scan your mail and send it to you via email. To ensure you comply with your legal obligations, we will also display a sign detailing your company’s name and country of incorporation at our registered office address.

If you have already registered your UK establishment, you can still take advantage of our registered office address service. Simply tell us where your limited company was registered and we will arrange for you to use one of our registered office addresses. We will even inform Companies House and HMRC about your address change so you will do not have to take time out of your busy schedule to notify them in person.

Under the Companies Act 2006, you are obliged to retain a range of registers and records for your company. If you do not wish to keep these at your registered office address, we can provide you with a single alternative inspection location (SAIL) address in the same country as your registered office address. You will then be able to use this address to store your private company’s records and registers. Additionally, if someone wishes to view your records and registers, they will be able to visit your SAIL address for this very purpose.

If you choose to use one of our SAIL addresses after registering your limited company, we will notify Companies House and HMRC on your behalf. We will also assist you in including your SAIL address on your annual return, together with the details of the records you are storing there.

Post-formation service for your UK establishment:

once you have set up your UK establishment, you will need to meet a range of ongoing legal obligations. At Coddan Formations Agency, we offer a variety of post-formation services that can help you to avoid falling foul of the law.

In most cases, you will be required to send annual accounts, detailing your financial activity and annual returns, and reporting key company details to Companies House. The documents you will need to deliver will depend on:

– Whether your limited company is required to prepare and disclose accounting documents under parent law (the law of the country in which your company is registered).

– Whether your private company is governed by the law of a country or territory in the European Economic Area (EEA).

If you need to prepare and disclose accounts and returns to Companies House, you must do so by the due date. Failure to file with Companies House is a serious offence, which can result in you being fined in the criminal courts and/or struck off the Companies House public record.

In addition to sending annual accounts and returns to Companies House, you may also need to deliver annual accounts and tax and VAT returns to HMRC. We can assist you with the filing process by preparing your annual accounts and returns and delivering them to Companies House and HMRC on your behalf, ensuring that your limited company remains on the right side of the law.

After registration, you must also notify Companies House of any changes to the original information delivered for registration, for example, changes to your registered office address or company constitution, within 21 days of making any alterations. The quickest and easiest way to notify Companies House about these changes is via our post-formation service for UK establishments. We will send your new details to Companies House via electronic means and they will take effect as soon as they have received them.

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