Another way for an overseas company to establish a UK presence is via a representative office. A representative office is not allowed to engage in any business activity other than market research or feasibility studies and cannot generate any income. It has no legal status and is purely an administrative arrangement.
Procedure for establishing a UK representative office
The overseas company must file the following documents with Companies House within 1 month of being established:
- Application form OS IN01;
- Registration fee of £20;
- Certified copy of the company’s constitutional documents with a certified translation into English where required;
- A copy of the company’s latest set of accounts (along with a certified English translation where necessary) if the company is required to file such accounts under local law.
Once registered, the company will be issued with a certificate of registration and will have ongoing filing and disclosure requirements in the UK.
These are broadly the same as for a UK branch.
Overseas companies must file accounts with Companies House where they are required to do so under their local law. The accounts must be submitted within 3 months of the local filing deadline. Form OS AA01 must also be submitted along their accounting documents.
For EEA overseas companies, if there is no requirement to file accounts under local law, the accounts do not need to be filed at Companies House. Non-EEA overseas companies however which are not required to file accounts under their local law, must still file accounts at Companies House. Such accounts must be prepared following the provisions in the Overseas Companies Regulations (OCR) 2009.
A UK permanent establishment is where a company has a presence in the UK through which trade is carried out. As a representative office should not be engaging in any business activity, it should not be classed as a permanent establishment for tax purposes and therefore have no corporation tax presence in the UK.
The overseas company should not be required to register with HM Revenue and Customs and file annual corporation tax returns. The overseas company is also not liable to UK corporation tax and not required to register for VAT.