Registering an Overseas Company in the UK: What You Need to Do

The distinction between an overseas company and a UK-incorporated company matters more than many people realise. If you have already incorporated a business in Germany, India, the United States, or anywhere else in the world and want to establish a physical presence in the UK, you do not necessarily need to set up a separate UK limited company. You can instead register what Companies House calls a UK establishment — a branch or place of business of your existing foreign entity. But this registration is not optional once the physical presence test is met, and the registration clock starts ticking from the day you open.

Does this apply to your company?

This guide is for overseas companies — companies incorporated under the law of a country outside the UK — that are establishing or have established a physical presence in the UK. It does not apply to individuals setting up a new UK business from scratch, for whom the UK limited company registration process applies instead.

Importantly, not every overseas company doing business in the UK must register. The obligation arises only when specific conditions are met. Understanding those conditions is the first step.

The physical presence test: when registration is required

You only need to register an overseas company when it has some degree of physical presence in the UK — specifically, a place of business or branch where it actually carries on business. Carrying on business in the UK without that physical presence does not automatically trigger the obligation.

Companies House guidance gives concrete examples of what does not constitute a UK establishment requiring registration:

• An independent agent who conducts business on behalf of the overseas company in the UK — the agent's presence is the agent's own, not the company's
• An occasional location such as a hotel room where a director conducts business during periodic visits to the UK

The test is about whether the overseas company itself has a fixed, regular place of business in the UK — an office, a branch, a dedicated trading premises — through which it conducts its business activities. If that threshold is crossed, registration is mandatory.

How to register: the OS IN01 form and fees

Registration must be filed with Companies House within one month of opening the UK establishment. This deadline runs from the date the establishment actually opens — not from when you decide to open it or when you sign a lease.

The primary registration document is form OS IN01. Companies House publishes detailed completion guidance for this form, which should be read before applying. The UK is treated as a single jurisdiction for registration purposes — you do not register separately in England, Scotland, or Northern Ireland.

If the overseas company registers a further UK establishment subsequently, it does not need to deliver the full set of constitutional documents again. You can state in the OS IN01 form that those documents have already been delivered and provide the registered number of the earlier establishment.

Documents required for registration

The OS IN01 form must be accompanied by the following:

• Form OS IN01 with the £124 filing fee
• A certified copy of the company's constitutional documents — charter, statute, memorandum and articles of association, or their equivalent under home-country law. If the original is not in English, a certified translation is required.
• A copy of the company's latest accounts (if the company is required to prepare and deliver accounts under its parent law). A certified English translation is required if the original is in another language.
• Companies House personal codes for all directors, confirming they have completed identity verification. All directors must verify before their appointment can be registered.

Certified copies and certified translations

A certified copy must be certified as a true copy of the original by the company's secretary or director, a permanent representative, administrator, administrative receiver, receiver manager, receiver, or liquidator.

A certified translation must be certified as a true and accurate translation and signed at the end by the appropriate certifying person — using the same list of authorised individuals as for certified copies. Companies House will not accept uncertified translations.

Company and UK establishment names

An overseas company has two naming options when registering in the UK. It can use its corporate name — the name it holds under the law of its home country — or it can register an alternative name under which it will carry on business in the UK. If an alternative name is registered, it becomes the company's name for all UK legal purposes and must be used on all Companies House forms.

Name restrictions

The same restrictions that apply to UK company names apply to overseas company names registered here. The name cannot be:

• The same as any name already on the Companies House register
• Offensive or designed to facilitate fraud
• A name that falsely implies a connection to the UK government, a foreign government, or an international organisation
• A name including a sensitive word (such as "Bank," "Royal," or "Institute") without prior approval
• A name including a protected professional title (such as "Solicitor" or "Architect") without satisfying the relevant regulatory requirements
• A name consisting of or including computer code

The name must also include or be consistent with the company's legal form, and must be made up of permitted characters only.

A separate name for the UK establishment

An overseas company can choose a different name specifically for its UK establishment, separate from both its corporate name and any registered alternative name. This establishment name must comply with the UK rules for business names, including rules around sensitive words and names suggesting government connections. If the company cannot justify the establishment name under those rules, it must provide a written declaration that the name will not be used on stationery or advertising in the UK.

Director identity verification

All directors of an overseas company with a UK establishment must verify their identity with Companies House and provide their Companies House personal code. This requirement applies under the same ECCTA 2023 framework that now covers UK company directors.

For overseas companies with an existing UK establishment, directors must file form OS VS01 for each director by the anniversary of the date the UK establishment was opened. For example, if the establishment opened on 3 May 1995, the deadline to file OS VS01 for all directors is 3 May 2026.

For new director appointments, identity verification must be completed before the appointment can be registered with Companies House. The same two verification routes available to UK company directors apply here: the GOV.UK One Login app (using a biometric passport), or an authorised corporate service provider (ACSP) for those without a biometric document.

Notifying Companies House of changes

Once registered, an overseas company must notify Companies House of changes to both the parent company and the UK establishment within defined timeframes. These are not optional updates — they are statutory requirements carrying the same compliance obligations as the initial registration.

Officers of overseas companies must also provide additional information beyond what UK company officers supply — including details of the extent of their powers to represent the company in dealings with third parties and in legal proceedings, and whether they may act alone or must act jointly.

Filing accounts with Companies House

Most overseas companies with a UK establishment must deliver accounts to Companies House. The precise requirements depend on whether the company is required to prepare, audit and disclose accounts under its home-country law (referred to as "parent law").

If your company must prepare, audit and disclose accounts under parent law

The accounts must be delivered to Companies House within 3 months of the date they are required to be disclosed under the home-country regime. This means the UK filing deadline is derived from the parent-law deadline, not from a Companies House-set date.

The accounts must be accompanied by form OS AA01, which must state the legislation under which the accounts were prepared and audited, whether they comply with generally accepted accounting principles, which organisation issued those principles, and whether the accounts were audited.

If your company is not required to prepare accounts under parent law

Some overseas companies are not required to prepare, audit, or disclose accounts in their home country. These companies must still prepare and deliver accounts to Companies House. Companies House will assign an accounting reference date (ARD) on registration — the last day of the month in which the UK establishment was opened. Accounts must be delivered within 13 months of the end of the relevant accounting reference period, unless adapted rules apply for a first accounting period.

The accounts must be approved by the board of directors and signed on behalf of the board by a director on the balance sheet. The £110 accounts filing fee applies in all cases and must be included with the submission.

Disclosure requirements: what must be displayed and stated

Registering a UK establishment brings ongoing disclosure obligations that apply across physical premises, correspondence, and digital channels. These are not administrative formalities — they are legal requirements under the Overseas Companies Regulations 2009.

Physical signage

The company must display a sign showing its registered name and country of incorporation at every UK location where it carries on business (with exceptions for locations primarily used as living accommodation or where the activities are likely to attract violent objections). The sign must be legible with the naked eye, visible to visitors, and displayed continuously — not just during business hours. Where a location is shared by six or more companies, each company need only display its name for at least 15 continuous seconds in every 3-minute cycle.

The sign must also be displayed at the service address of every person in the UK authorised to accept service of documents on the company's behalf.

Business correspondence and websites

Every piece of business correspondence and documentation used in carrying on UK business — whether in hard copy or electronic form — must include the company's name. This covers:

• Business letters, notices and official publications
• Business emails
• Bills of exchange, promissory notes, endorsements, order forms and cheques
• Orders for money, goods or services
• Invoices, receipts, demands for payment and letters of credit
• Applications for licences and bills of parcel
• The company's websites

Business letters, order forms and websites must additionally include a fuller set of particulars:

• Where the UK establishment is registered
• Its registered number at Companies House
• The country of incorporation of the parent company
• The identity of the home-country registry (if any) and the registration number there
• The location of the company's head office
• The legal form of the company
• Whether the members' liability is limited
• Whether the company is currently being wound up or subject to insolvency proceedings

If any business letter or order form includes the name of a director (other than as a signatory or in the text body), the names of all directors must be disclosed — not just the one named.

Closing a UK establishment

When an overseas company closes a UK establishment that is registered at Companies House, it must file form OS DS01 (Notice of closure of a UK establishment). Once Companies House registers this document, the obligation to file further documents for that establishment ceases. Failure to file the closure notice means the filing obligations continue — including accounts and change notifications — even after the establishment has physically closed.

A different route, not a lighter one

Registering a UK establishment rather than incorporating a separate UK company can be the right approach when the overseas business is already well-established and the UK presence is genuinely an extension of the parent entity — a branch office, a regional sales operation, a service hub. It avoids the duplication of maintaining two separate legal entities and can simplify the overall group structure. But it does not reduce the compliance burden in any meaningful sense: the accounts, the change notifications, the identity verification, the disclosure requirements, and the exposure to Companies House's financial penalty powers all apply equally.

What the UK establishment route does not offer is insulation from the parent company's liabilities in the way that a separately incorporated UK subsidiary would. A branch is an extension of the parent — legally, financially, and reputationally. For some business structures that is entirely appropriate. For others, particularly where the UK operation is intended to stand independently or attract separate investment, incorporating a UK limited company makes more sense. The two approaches serve different commercial purposes, and the right choice depends on the nature and ambitions of the UK operation rather than on which route looks administratively simpler.

If you are uncertain whether your existing overseas structure has already triggered the physical presence test — perhaps through a long-standing arrangement with a UK-based partner, agent, or premises — seeking a view from a UK solicitor or accountant is worthwhile before approaching Companies House. The one-month registration window runs from the date of opening, and there is no provision to register retrospectively without consequence.

Disclaimer: This guide provides general information based on Companies House guidance updated February 2026. It does not constitute legal or financial advice. Requirements may change — always verify current rules at GOV.UK and seek professional advice for your specific circumstances.