Branches - United Kingdom

Updated 02/2011

Legal requirements

A company incorporated outside the United Kingdom may trade in the UK either through a UK subsidiary company or through a branch office.

The legal basis for setting up a business in the UK is the Companies Act 2006, which provides a comprehensive code of company law.

Companies Act 2006

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

Start-ups — United Kingdom

Administrative procedures

If you decide to register an existing overseas company, you must register documents with Companies House if the company:

sets up a place of business in the UK;
usually carries out business from a specific location in the UK.
Companies House

Registration is not required if there is no physical location in the UK. For example, an independent agent who conducts business on behalf of the company is not a place of business 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 (for instance partnerships, limited partnerships, unincorporated bodies or government agencies) cannot register in the UK as an overseas company.

The registration process was simplified on 1 October 2009 so that overseas businesses no longer have to decide whether to register as a branch or a place of business. All overseas businesses who want to operate in the UK can register as a 'UK establishment'. There is one simplified registration process, and accounting requirements are now based on what would be required of the overseas business in its own home state.

The Services Directive: One-stop shop

The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.

For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’, e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:

- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?

With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.

All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.

Resources

UK Trade & Investment's advisory network for inward investors contains organisations in a number of sectors that can support companies investing in the UK