A branch is one way for an overseas company to set up a business in the UK. A UK branch is not a separate legal entity but is treated as an extension of the overseas company. The branch will need to have a permanent representative who must be given relevant powers to sign the documents on behalf of the overseas company.
Procedure for establishing a UK branch
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.
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 branch is a permanent establishment for tax purposes. It must register with HM Revenue and Customs and file annual corporation tax returns. The overseas company would be liable to UK corporation tax on its taxable profits arising only from its UK activities.
The company may be required to register for VAT if its taxable supplies for a rolling 12 months period exceed the registration threshold which is currently £85,000.