UKEstablishmentby City Solution

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Register a UK branch (UK establishment) of your overseas company

A branch is your existing overseas company operating in the UK. It must be registered at Companies House as a “UK establishment” within one month of opening a place of business here — and it brings filing and disclosure duties a subsidiary does not have.

From £1,250one-off · plus the £124 Companies House fee and certified translations at cost

You only register when the company has some degree of physical presence in the UK — a place of business or a branch where it carries on business. An independent agent acting on the company’s behalf is not a UK establishment, and nor is a hotel a director works from on periodic visits. Trading with UK customers from abroad does not by itself require registration. Note the trap: not needing to register at Companies House does not mean you have no UK tax presence — the tests are different, and a permanent establishment can exist without any registration at all.

Registration uses form OS IN01 with a certified copy of the parent’s constitution, a certified translation where it is not in English, the parent’s latest accounts if its home law requires it to publish them, and details of the directors, the persons authorised to represent the company and the person authorised to accept service. The Companies House fee is £124. Allow two to four weeks including translations. Partnerships, limited partnerships, unincorporated bodies and government agencies cannot register this way.

Every director of the overseas company must now verify their identity with Companies House and be confirmed on form OS VS01 — one form per company covering all directors — by the anniversary of the date the UK establishment was opened. As a Companies House authorised agent (ACSP AP007847) we carry out the verification and file the form.

A branch pays UK corporation tax on the profits attributable to the UK establishment, registers for VAT under the same rules as a company, and runs PAYE for UK staff. It also puts the parent’s own accounts on the UK public register each year. That disclosure is why most groups choose a subsidiary; the reason to choose a branch is that early UK losses can often be relieved against the parent’s profits at home. If you are not sure which you need, the checker takes two minutes.

What’s included

  • Subsidiary-or-branch advice before you commit
  • OS IN01 prepared and filed (£124 fee at cost)
  • Certified copies and certified translations arranged (at cost)
  • Director identity verification and form OS VS01
  • UK establishment address and person authorised to accept service
  • Corporation tax registration for the UK establishment
  • VAT and PAYE registrations where needed
  • Annual accounts filing with form OS AA01 (£110 fee at cost)
  • Change filings within the 21-day deadline (OS CH01, OS CH02, OS NM01)
  • Signage and website disclosure wording
  • Closure on form OS DS01 when the UK chapter ends

How it works

What happens, in order

01

Decide

We confirm a branch is right — liability, disclosure, early losses, treaty position — and that a physical presence exists that requires registration at all.

02

Collect, certify and translate

Parent’s constitution, latest accounts, director and representative details, certified and translated by a person Companies House accepts.

03

Register within one month

OS IN01 filed with the £124 fee; HMRC registrations follow. The establishment may trade from the day it opens, but registration must follow within one month of opening.

04

Verify the directors

Each director verifies identity and we file OS VS01 by the anniversary of the establishment opening.

05

Run and report

Attributable profits computed, UK taxes filed, the parent’s accounts filed annually, changes notified within 21 days.

Ongoing obligations

What a registered UK establishment files, and when

FilingFormDeadlineFee
Register the establishmentOS IN01Within 1 month of opening£124
Confirm directors’ identity verificationOS VS01By the anniversary of the establishment opening
Parent’s accounts (home law requires disclosure)OS AA01 + accounts3 months from the date they must be disclosed at home£110
Parent’s accounts (home law requires none)Accounts13 months from the accounting reference period end£110
Change to the establishment (address, name, activity)OS CH0121 days after the change
Change to the parent companyOS CH0221 days
Change of company or alternative nameOS NM01On change£30
Winding up or insolvency of the parentOS LQ01–LQ0414 days (1 month in some cases)
Close the establishmentOS DS01On closure

A branch also files UK corporation tax, VAT and PAYE like any UK business. Charges created over UK property on or after 1 October 2011 no longer need registering at Companies House.

When you need this

Who this is for

Groups in the first loss-making years of UK expansion whose home tax system allows branch losses to be relieved, regulated firms whose licence sits with the parent, and businesses that need a UK presence for a single contract or project.

Groups with no UK premises or staff — selling from abroad, or working through an independent agent — generally do not register at all, but should still check their tax position.

Common questions

What is the difference between a branch and a UK establishment?
None in practice. “UK establishment” is the Companies House term for any place of business or branch of an overseas company. Establishments registered before 1 October 2009 were converted and carry a “BR” prefix on their registered number.
How much does it cost to register a UK establishment?
The Companies House fee is £124 for form OS IN01. Filing the annual accounts costs £110, and a change of name on OS NM01 costs £30. Our fee for the registration work is from £1,250, plus certified translations at cost.
When do we have to register?
Within one month of opening the UK establishment. You only register if the company has a physical presence here — an independent agent or an occasional hotel stay is not an establishment.
Do the directors have to verify their identity?
Yes. Every director of the overseas company must verify their identity with Companies House, confirmed on form OS VS01, by the anniversary of the date the UK establishment was opened. We do the verification as an authorised agent.
Does the parent have to file its accounts in the UK?
Usually yes, in English. If the parent must prepare, audit and disclose accounts under its home law, they are due at Companies House within three months of the date they had to be disclosed at home, with form OS AA01. If its home law requires none, the parent still prepares and delivers accounts to Companies House within 13 months of the accounting reference period end, against an accounting reference date Companies House allocates.
How quickly must changes be filed?
Within 21 days. That covers the establishment’s address, name or nature of business (OS CH01) and the parent’s name, legal form, share capital, objects, governing law, registered office or accounting requirements (OS CH02), plus appointments and changes of officers and of the person authorised to accept service.
What must we display and disclose?
A sign showing the company name and country of incorporation at every UK location where it carries on business, and at the service address of anyone in the UK authorised to accept service. The company name must appear on all business letters, emails, invoices, order forms and the website — and business letters, order forms and websites must also state where the establishment is registered, its registered number, the country of incorporation, the home registry and number, the head office location, the legal form, and whether members’ liability is limited.
Does a branch have limited liability?
No. The branch is the overseas company; its UK debts and obligations are the parent’s.
How do we close a branch?
File form OS DS01, notice of closure of a UK establishment. Once registered, the company no longer files for that establishment. Insolvency or winding up of the parent brings separate notifications (OS LQ01 to OS LQ04).
Can we convert a branch to a subsidiary later?
Yes. It is a transfer of the UK business and assets to a new UK company, followed by closure of the establishment. We plan it so VAT and payroll continuity are preserved.

Related reading

Fees exclude VAT and third-party disbursements (Companies House fees, HMRC penalties, courier costs) which are passed through at cost. Identity and ownership checks apply to every engagement. Bank account opening is subject to the provider’s eligibility criteria.