Six key features to consider when registering an overseas company in the UK

19th November 2019

Registering a UK establishment as an overseas company is a useful tool for overseas businesses which trade in the UK and wish to establish a UK presence but do not want to set up a UK company. We have identified six key points which you should consider when registering an overseas company in the UK.

1. Do I have to register?

You must register if you have a physical presence in the UK, such as a place of business or branch.

2. Can I register?

Only certain overseas entities are able to register in the UK, primarily incorporated companies. Unincorporated entities, such as partnerships and limited partnerships are not registrable. You will need to check whether or not unusual overseas companies with no direct UK equivalent can register in the UK.

3. What information do I need to provide to Companies House?

Some of that information is straightforward, such as the identity and details of the directors, but certain information can slightly trickier to ascertain, such as the objects and issued share capital of the company. You can choose an alternate name to the company’s name to do business in the UK. If you decide to do so, you will need to comply with the relevant UK requirements for company names.

4. Do I need to send any supporting documentation?

With each application, you will need to provide:

the company’s constitutional documents such as the company’s articles of association
the most up-to-date accounts for the company if it is required to file accounts under its parent law.

All documents will need to be filed both is the original form, and if they are not in English, as a certified translation. It is worth checking the requirements for certified translations before making the application and filing the documents. Also, all personal details (personal ID numbers, dates of birth etc) will need to be redacted on both the original documents and certified translations.

5. What do I need to do post-registration?

You will need to notify Companies House of any changes to the details contained in the original application, such as new directors or constitutional changes. You will also generally need to file accounting documents. For all documents which are not in English, you will need to file certified translations. Note, there are time limits and penalties.

6. Do I need to let others know that I have registered?

You will generally need to display certain information about the company at every physical location at which the company carries on business. You will also need to include the company’s name in all business correspondence and documentation used for carrying on business in the UK. You must also include certain details about the company on the company’s website if it is being used to trade in the UK.

If you require any advice regarding registering and overseas company in the UK please contact Harry Dronfield (020 7354 3000 / harry.dronfield@colmancoyle.com) for information on how we can assist.