Guidance

Overseas companies registered in the UK

Updated 4 March 2024

This guidance gives an overview of how to register an overseas company that has opened an establishment in the UK. It also gives information on the ongoing filing requirements and disclosure obligations.

It outlines the documents you must send to us and some of the important rules on accounting requirements, company names and trading disclosures.

If after reading this guide, you’re in doubt about your responsibilities, you should consider seeking professional advice.

General information about overseas companies

A UK establishment is a place of business or branch of an overseas company in the UK.

When registering a UK establishment of an overseas company, the UK is treated as a single jurisdiction.

All places of business and branches registered before 1 October 2009 have become UK establishments and given a ‘BR’ prefix to their registered number.

Registering an overseas company

If an overseas company is carrying on business in the UK, it does not automatically mean that it must register with Companies House.

You only need to register an overseas company when it has some degree of physical presence in the UK, such as a place of business or branch, where it carries on business.

You must file the documents to register a UK establishment with us within one month of the opening of the UK establishment.

You do not need to register if there’s no physical presence in the UK. For example, an independent agent who conducts business on behalf of the company is not a UK establishment of an overseas company: neither is an occasional location such as a hotel where a director may conduct business during periodic visits to this country.

Other types of commercial enterprises cannot register in the UK as an overseas company. Examples of these include:

• partnerships
• limited partnerships
• unincorporated bodies
• government agencies

The documents you must file to register a UK establishment are:

• a completed form OS IN01 along with the appropriate filing fee
• a certified copy of the company’s constitutional documents (for example, charter, statute, memorandum and articles of association) with a certified translation in English if the original is in a language other than English
• a copy of the company’s latest set of accounts (with a certified translation in English if the original is in a language other than English) if an overseas company is required to prepare and deliver accounts under parent law
• if the company is required to prepare, audit and disclose accounts under parent law, a copy of the latest set of accounts that had been disclosed as of the opening date of the UK establishment (with a certified translation in English if the original is in a language other than English)

You must pay a fee of £20 with the form OS IN01. We will return the form if you do not pay the fee.

Read our guidance on how to complete your OS IN01 form.

Certified copy

A certified copy is a copy certified as a true copy of the original document by the:

• secretary or director of the company
• permanent representative
• administrator
• administrative receiver
• receiver manager
• receiver or liquidator

Certified translation

A certified translation is a translation certified to be a true and accurate translation. It must be authenticated by the appropriate person, that is:

• a director or secretary of the company
• a permanent representative
• an administrator
• an administrative receiver
• a receiver manager
• a receiver
• a liquidator or judicial factor

The person certifying the translation must sign at the end of the document.

When an overseas company registers a further UK establishment, it does not need to deliver the additional documents again.

You can state in the form OS IN01 that you have delivered the documents in respect of another UK establishment, and give the registered number of that establishment.

Find further information on the filing of constitutional documents, accounts and accounting requirements.

Company and UK establishment names

You may register an overseas company using its corporate name (its name under the law of the parent country), or an alternative name under which it proposes to carry on business in the UK.

If you register an alternative name, it’s treated for UK legal purposes as a company’s corporate name and you must use it on any forms that ask for the ‘company name’.

There are controls and restrictions which apply to your choice of company name:

Offensive names

You cannot register a name if it’s offensive or its use by a company would constitute an offence.

You cannot register a company by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate the commission of what would, in the UK, constitute an offence involving dishonesty or deception (fraud).

Sensitive words

You must get prior approval to register a name that contains a sensitive word included in the regulations.

Name that suggests a connection with government

If the name implies a connection with the UK government or certain public bodies, you must provide a statement of non-objection from the relevant body.

You cannot register a name that would be likely to give a false impression that the company is connected with: 

• a foreign government or an agency or authority of a foreign government
• an international organisation whose members include two or more countries or territories (or their governments)

Words and expressions protected under other legislation

You cannot register a name that includes a protected title such as ‘Architect’ or ‘Solicitor’.

Same-as names

You cannot register your company name if it’s the same as another name already on the Companies House index of company names. You can search company names on the Companies House register.

Computer code

You cannot register a company by a name that consists of or includes computer code.

Permitted characters

The name of an overseas company can only be registered if it’s made up of permitted characters, signs, symbols and punctuation.

Company type or legal form

The name of an overseas company must include or be consistent with its legal form.

Restricted expressions

Certain terms as specified in inverted commas in paragraph 3 of Schedule 2 (or any expression or abbreviation specified as similar) cannot be used as a part of the overseas company name.

If an overseas company’s application to register a name does not meet all the restrictions, we will reject the application and ask the company to choose a different name.

You can find more information on the controls and restrictions on a company name in the annexes of our incorporation and names guidance.

Prohibitions on re-registering a name 

The overseas company or UK establishment must not re-register under the same name (or one similar) where:

• Companies House has issued a direction to change a name
• the Company Names Tribunal has issued an order

The officers or members of the company must also not use the name (or one similar) for any new or existing company, unless Companies House grants approval on behalf of the Secretary of State.

UK establishment names

An overseas company can choose a different name for its UK establishment.

If you choose a different name, it must comply with the rules for business names. These include requiring evidence of appropriate authorisation to use a sensitive word in a name, or to adopt a name suggesting a connection to the UK government or certain other public bodies.

If you’re not able to justify the establishment name, you will need to provide a written declaration that it will not be used on, for example, stationery or advertising in the UK.

You can find further information on business names in our Incorporation and Names guide.

Changing your alternative name or your corporate name

You must file a form OS NM01 (Registration of change of name of overseas company as registered in the UK), to notify us:

• of a change to the company’s name in the parent country
• if the overseas company wants to change their alternative name
• if the overseas company wants to change their corporate name to an alternative name

You must pay a £10 filing fee with this form. We will return the form if you do not pay the fee.

When completing the form, you must specify if it’s a change to a new corporate name, or to an alternative name.

Company and UK establishment changes

An overseas company must deliver forms notifying any changes in particulars of the overseas company or the UK establishment that take place after it has opened a UK establishment.

For the company, these are changes to the:

• corporate name or alternative name registered in the UK
• Legal Form
• accounting requirements
• principle place of business or registered office in parent country
• objects of the company
• amount of issued share capital
• governing Law

For the UK establishment these are changes to the:

• address of the UK establishment
• nature of business carried out
• name of the UK establishment

To notify us of any changes to the UK establishment, you must complete a form OS CH01. To notify us of changes to the parent company, you must complete a form OS CH02.

As well as changes of company and UK establishment details, you must also notify us of any appointments, terminations and changes of details of:

• officers of the company
• persons authorised to represent the company
• persons authorised to accept service

The officers of overseas companies must provide additional pieces of information that the officers of UK companies do not need to provide.

Officers must provide details of the extent of the powers of the directors or secretary to represent the company in dealings with third parties and in legal proceedings. They must also give a statement on whether they may act alone or must act jointly and, if jointly, the name of any other persons concerned.

Access the full list of forms for officers of overseas companies.

For changes affecting a UK establishment, you must notify us of the change 21 days after the alteration is made.

For changes affecting the overseas company, you must notify us within 21 days after the date the notice of the alteration could have been received by post in the UK (if dispatched with due diligence).

Accounts

In most cases, overseas companies must send accounting documents to us. The accounting documents you must deliver depend on whether the company must prepare and disclose accounting documents under parent law. Parent law is the law of the country where the company is incorporated.

All overseas companies with a UK establishment that deliver accounting documents to us must pay a £20 fee. If you do not pay the correct fee, we will return the accounting documents.

Companies that must prepare, audit and disclose accounts under parent law

An overseas company that must prepare, audit and disclose accounting documents under parent law must deliver them to us within 3 months from the date the documents are required to be disclosed in accordance with its parent law.

Accounting documents include:

• the accounts of the company for a financial period
• any annual report of the directors
• any auditor’s report on the accounts

You must file the accounts with a form OS AA01 containing:

• the legislation under which the accounts have been prepared and audited (if applicable)

• whether the accounts have been prepared in accordance with generally accepted accounting principles and the organisation which issued the principles

• whether the accounts have been audited and if so whether they were audited in accordance with generally accepted auditing standards and the organisation that issued them
• if there has been no audit, whether the company is required to have its accounts audited

A company required to prepare, audit and disclose accounts under parent law must complete a form OS CH02 to notify us of a change to its accounting requirements.

Companies not required to prepare, audit and disclose accounts under parent law

Some overseas companies may not be required to prepare, audit and disclose accounting documents under parent law. These companies must still prepare, sign and deliver accounts to us.

We will allocate an accounting reference date (ARD) to a company not required to prepare, audit and disclose accounts upon registration (month end of the UK establishment date).

To change the ARD, file form AA01 (Change of accounting reference date).

You can find detailed requirements for accounts, which include:

• calculation of a financial year (normally 12 months), accounting reference period and accounting reference date
• individual or group overseas company accounts must be prepared in accordance with the company’s parent law (provided the content of such accounts meets the requirements set out in the Overseas Companies Regulations 2009); in accordance with international accounting standards or the requirements detailed in the Overseas Companies Regulations 2009/1801
• the accounts must be approved by the board of directors and signed on behalf of the board by a director on the company’s balance sheet
• the directors of the company must deliver accounts to Companies House within 13 months of the end of the relevant accounting reference period unless it is the company’s first accounting reference period and adapted rules apply as set out in the Overseas Companies Regulations 2009/1801

Accounting rules for credit or financial institutions

Although the filing requirements for credit or financial institutions derive from different laws to overseas companies with a UK establishment, the requirements are similar.

A credit or financial institution must prepare and deliver copies of its accounts to us. There are different requirements when an institution must prepare accounts under parent law or not.

Credit institutions

A credit institution is either:

• an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account
• an undertaking which issues means of payment in the form of electronic money

It can be a company but may be some other form of entity.

Financial institutions

Our interpretation of a financial institution is:

• it can be a company but may be some other form of entity
• it’s not a credit institution

The principal activity of a financial institution is to acquire holdings or undertake one or more of these activities:

• lending
• financial leasing
• money transmission services
• issuing and administering means of payment (such as credit cards, travellers’ cheques and bankers’ drafts)
• guarantees and commitments
• trading for own account or for account of customers in:
  • money market instruments (such as cheques, bills, certificates of deposit)
  • foreign exchange
  • financial futures and options
  • exchange and interest-rate instruments
  • transferable securities
• participation in securities issues and the provision of services related to such issues
• advice to undertakings on capital structure, industrial strategy and related questions and advice as well as services relating to mergers and the purchase of undertakings
• money broking
• portfolio management and advice
• safekeeping and administration of securities

Find more detailed information relating to credit or financial institutions.

Mortgages

For mortgages or charges created by overseas companies on or after 1 October 2011 over property of the company in the UK, you do not need to register the charge with us.

We will reject and refund the filing fee of any charges that we receive with a creation date on or after 1 October 2011.

For overseas companies that have created specified charges over property in the UK, with a creation date on or before 30 September 2011, they must continue to register these charges with us. This includes instances where the charge has not been delivered within 21 days of the date of creation and the period allowed for registration has been extended under an order of the court.

A charge can be registered by the overseas company or the person interested in the charge, by submitting Form OS MG01 to us with a certified copy of the instrument (if any). You must also pay a registration fee of £13.

We will continue to accept statements of satisfaction for any registered charges created before to 1 October 2011.

Liquidation

Insolvency proceedings

If an overseas company has a UK establishment and is being wound up under laws outside the UK, it must file a Form OS LQ03 (Notice of winding up of an overseas company).

If the winding up began before the company opened a UK establishment, the company must deliver the form no later than 1 month after the company first opened the establishment. Otherwise the company has 14 days after the date on which the winding up begins to deliver the form.

Depending on the nature of the winding up or other insolvency proceedings there are further notification requirements to us.

An overseas company can be wound up under the provisions of UK law (Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989), but we do not cover these circumstances in this guidance.

Appointment of a liquidator

A person appointed as the liquidator of a company must file a Form OS LQ01 (Notice of appointment of a liquidator of an overseas company) containing:

• liquidator’s name and address
• date of the appointment
• a description of such of the person’s powers, if any, as are derived otherwise than from the general law or the company’s constitution

If the liquidator was appointed before the company had a UK establishment, you must file form OS LQ01 company first opens a UK establishment. If the company has a UK establishment, the liquidator must notify us within 14 days of their appointment.

On termination of the winding up, or on the company ceasing to be registered (which has legal significance), the liquidator must file a Form OS DS02 (Notice of termination of winding up of an overseas company).

Insolvency proceedings (other than winding up)

Where an overseas company with a UK establishment becomes subject to insolvency proceedings (other than winding up), you must file a Form OS LQ02 (Notice by an overseas company which becomes subject to proceedings relating to insolvency).

If the liquidator was appointed before the company opened a UK establishment (and is still in office at the date of the opening), you must file form OS LQ01 within one month of the registration of the UK establishment.

If the company has already registered a UK establishment, you must file the form OS LQ01 within 14 days of the appointment of the liquidator.

When a company ceases to be subject to insolvency proceedings, you must file a Form OS LQ04 (Notice by an overseas company on cessation of proceedings relating to insolvency) stating when the company ceased to be subject to proceedings.

You must deliver the form no later than 14 days from the date it ceases to be subject to the proceedings.

Notice of appointment of a judicial factor in Scotland

If a judicial factor is appointed, they must file a Form OS AP06 (Appointment of judicial factor (Scotland) for an overseas company) within 14 days of their appointment.

You must complete specific particulars on the form. You must also give notice of any change in the address for service by filing a Form OS CH08 (Change of service address for a judicial factor (Scotland) of an overseas company).

If the appointment of a judicial factor is terminated, you must file a Form OS TM04 (Termination of appointment of judicial factor (Scotland) of an overseas company).

Closure

If an overseas company closes a UK establishment that is registered at Companies House, it must file a Form OS DS01 (Notice of closure of a UK establishment of an overseas company).

Once we register this document, the company no longer needs to file documents for the UK establishment.

Disclosure requirements

An overseas company that has registered a UK establishment must display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated at:

• every location in the UK at which it carries on business (unless it’s primarily used for living accommodation or if the company’s activities are likely to attract violent objections)
• the service address of every person resident in the UK authorised to accept service of document on behalf of the company

The company must display the sign with its company name and country of incorporation:

• in characters that you can read with the naked eye
• in such a way that visitors to that office, place or location can easily see it
• continuously (i.e. not only during business hours), but if the location is shared by 6 or more companies, each such company only needs to display its registered name for at least 15 continuous seconds at least once in every 3 minutes

Every overseas company that carries on business in the UK must include the company’s name in all forms of business correspondence and documentation used for carrying on business activities in the UK, whether in hard copy or electronic, including:

• business letters, notices and other official publications
• business emails
• bills of exchange, promissory notes, endorsements and order forms
• cheques purporting to be signed by or on behalf of the company, order forms
• orders for money, goods or services purporting to be signed by or on behalf of the company
• bills of parcels, invoices and other demands for payments, receipts, and letters of credit
• applications for licenses to carry on a trade or activity, bills of parcel
• its websites

An overseas company with a UK establishment must state the following particulars on all business letters, order forms and websites that are used in carrying on business in the UK:

• where the establishment is registered
• its registered number
• the company’s country of incorporation
• the identity of the registry, if any, in which the company is registered in its country of incorporation
• if applicable, the number with which the company is registered in that registry
• the location of its head office
• the legal form of the company
• whether the liability of the members of the company is limited, whether the company is limited
• if applicable, whether the company is being wound up or is subject to other insolvency proceedings
• if there is a reference to the amount of share capital on business letters, order forms or websites, the reference must be shown as paid up share capital

If a company decides to include the name of a director or directors (other than in the text or as a signatory) on business letters, it must disclose the names of all the directors. In the case of a body corporate or legal person, it must disclose its corporate or firm name.

The disclosure of this information must be in characters that you can read with the naked eye.

Relevant legislation

You can find the relevant legislation in the:

• Companies Act 2006
• Overseas Companies Regulations 2009/1801
• Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009/1917
• Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011