Overseas Companies in the UK: What you need to know regarding Registration and Filing Obligations
The UK remains one of the most popular jurisdictions for overseas businesses looking to expand internationally. However, regulatory expectations have increased significantly in recent years, meaning that overseas companies must place far greater emphasis on compliance and the way their UK operations are registered.
The UK Government has now issued updated guidance on registering an overseas company that has opened an establishment in the UK. This guidance also sets out the ongoing filing requirements and disclosure obligations that apply once a UK establishment has been created.
What is an oversea company?
An overseas company is a company incorporated outside of the UK, but it has established a physical presence in the UK.
When is registration required?
Any company that has a physical presence will be considered a UK establishment. A physical presence broadly means a place of business in the UK where commercial activities are carried out. Registration is required within one month of opening the UK establishment.
If an overseas company is ‘carrying on business in the UK’, but there is no physical presence, for example an individual working on behalf of an overseas company in the UK, the company will not be required to register as they are not considered a UK establishment.
The registration requires do not apply to:
- partnerships
- limited partnerships
- unincorporated bodies
- government agencies
How can I operate in the UK as a Foreign Business?
Foreign businesses looking to operate in the UK generally have two structural options:
1. Register a UK establishment of the existing overseas company
This is common for established businesses that already have an operating structure. However, the overseas parent remains fully liable for all UK activities and obligations.
2. Incorporate a UK limited company (often a Subsidiary)
The UK limited company would be a separate legal entity with its own liability and governance structure.
The two routes are treated very differently from a compliance perspective. This article focuses on the first option, registering a UK establishment.
How to Register a UK Establishment
Registration requires filing Form OS IN01 within one month of opening the establishment, together with a fee of £124. Certified translations must accompany any documents not in English. Supporting documents/actions include:
- a certified copy of the company’s constitutional documents (for example, charter, statute, memorandum and articles of association);
- a copy of the company’s latest set of accounts;
- if the company is required to prepare, audit and disclose accounts under its governing law, a copy of the latest set of accounts that had been disclosed as of the opening date of the UK establishment; and
- all directors will need to verify their identity to prove who they are by registering with OneGov to receive their personal code and verify their identity.
Ongoing Filing Obligations
Once registered, the overseas company must comply with ongoing obligations. The company must report changes to directors, change of director details, file accounting documents, and comply with disclosure and trading requirements.
Disclosure requirements
Overseas companies registered with a UK establishment must prominently display their company name (as registered at Companies House) and country of incorporation:
- at every UK business location, unless it is mainly used as living accommodation or poses a risk of violent objection; and
- at the service address of each UK‑resident individual authorised to accept service on the company’s behalf.
Additionally, the company’s name must appear on all business correspondence and documents, whether in hard copy or electronic form
Compliance and Enforcement
Non-compliance can lead to penalties pursuant to the Overseas Companies Regulations 2009, including fines and possible enforcement action. Companies House has increasingly emphasised accuracy, transparency, and timely reporting, meaning overseas companies must ensure their compliance processes are up to date.
