If you want to do business in the UK, you may need to register as an overseas company with Companies House. This is a legal requirement for overseas entities that set up a place of business or carry out business activities in the UK. By registering as an overseas company, you can benefit from the UK's favourable business environment, access to markets, and legal protection.
However, registering as an overseas company also involves some costs and responsibilities, such as filing documents, paying fees, and complying with laws and regulations. Therefore, it is important to understand the process and the implications before you decide to register.
In this article, we will explain what an overseas company is, who needs to register, how to register, and what to do after registration.
What is an overseas company?
An overseas company is a company that is incorporated outside the UK, but has a place of business or carries out business activities in the UK. A place of business is a physical location where the company operates, such as an office, a factory, a shop, or a warehouse. A business activity is any activity that generates income or profit, such as selling goods or services, renting property, or providing consultancy.
An overseas company is different from a UK company, which is a company that is incorporated in the UK and has its own legal identity. An overseas company does not have a separate legal identity in the UK, but is treated as an extension of the parent company abroad.
Who needs to register as an overseas company?
You need to register as an overseas company if you meet both of the following criteria:
- You have a place of business in the UK or you usually carry out business from somewhere in the UK.
- You are not a partnership, an unincorporated body, or a type of company that cannot register as an overseas company in the UK.
Some types of companies that cannot register as an overseas company in the UK are:
- Companies that are already registered in the UK or in another part of the UK (for example, a company registered in Scotland cannot register as an overseas company in England).
- Companies that are subject to insolvency proceedings or liquidation in their home country or in the UK.
- Companies that are prohibited from registering as an overseas company by their home country's laws or by an international agreement.
If you are not sure whether you need to register as an overseas company or whether you are eligible to do so, contact us for advice & we will be able to help you.
If you do not have a place of business or carry out business activities in the UK, you do not need to register as an overseas company. However, you may still need to comply with other UK laws and regulations, such as tax, data protection, and consumer rights.
How to register as an overseas company?
To register as an overseas company, you need to follow these steps:
- Pick a name for your company. You can use the same name as your parent company abroad, or a different name, as long as it is not the same as or too similar to another company's name in the UK. You can check the availability of your chosen name on our website.
We will register your company with Companies House as you instruct. We will need some supporting documents from you, such as:
- A certified copy of your company's constitution (the document that sets out the rules and regulations of your company).
- A certified copy of your company's certificate of incorporation or registration in your home country.
- A list of your company's directors, secretaries, and authorised representatives in the UK, along with their personal details and consent to act.
- A statement of your company's principal place of business and the nature of your business activities in the UK.
- A statement of your company's accounting requirements and the date of your company's financial year end.
- Pass the required Anti Money Laundering (AML) checks. You need to verify the identity and address of your company's beneficial owners and managing officers with a UK-regulated agent. A beneficial owner is a person who ultimately owns or controls more than 25% of your company's shares or voting rights, or who has significant influence or control over your company. A managing officer is a person who is responsible for the management of your company, such as a director, a secretary, or a chief executive.
- Register your business address. You need to provide a UK address where you can receive official mail and notices from Companies House and other authorities. This can be your principal place of business, your authorised representative's address, or a service address provided by a company formation agent. You cannot use a PO Box or a DX number as your business address.
- Appoint your directors and a company secretary. You need to appoint at least one director who is responsible for the management and administration of your company. You can also appoint a company secretary who is responsible for the legal and compliance matters of your company. Your directors and company secretary can be individuals or corporate entities, UK or non-UK residents, as long as they are not disqualified from acting as such. You need to provide their personal details and consent to act to Companies House and keep them updated of any changes.
- Allocate shareholders and shares. You need to provide the details of your company's shareholders and the number and value of shares they hold to Companies House and keep them updated of any changes. Your shareholders can be individuals or corporate entities, UK or non-UK residents, as long as they are not prohibited from holding shares by your company's constitution or by law. You can issue different types of shares with different rights and restrictions, such as ordinary shares, preference shares, or redeemable shares.
- Submit your memorandum and articles of association. You need to submit a memorandum of association and articles of association to Companies House. These are the documents that set out the rules and regulations of your company, such as the name, purpose, and powers of your company, the rights and duties of your directors, shareholders, and company secretary, and the procedures for decision-making and dispute resolution. You can use the model articles provided by Companies House or create your own customised articles.
What to do after registration?
After you register as an overseas company, you need to do the following:
- Display your company name and other details. You need to display your company name and other details, such as your place of incorporation, your registration number, and your business address, on your company's website, stationery, and signage. You also need to display a notice that you are registered as an overseas company at your place of business and any other location where you carry out business activities in the UK.
- File annual accounts and confirmation statements. You need to file annual accounts and confirmation statements with Companies House and HM Revenue and Customs (HMRC) every year. Your annual accounts show your company's financial performance and position, such as your income, expenses, assets, and liabilities. Your confirmation statement shows your company's current information, such as your directors, shareholders, and business activities. We can prepare and submit your accounts and statements according to the UK accounting standards and deadlines to avoid you facing penalties and fines.
- Pay taxes and fees. You need to pay taxes and fees to the UK authorities, such as corporation tax, value added tax (VAT), business rates, and stamp duty. You also need to register for a UK tax identification number (UTR) and a VAT number if applicable. You may also need to pay taxes to your home country, depending on the tax treaty between the UK and your home country. You should consult a tax adviser or an accountant to help you with your tax obligations and planning.
- Comply with laws and regulations. You need to comply with various laws and regulations that apply to your business activities in the UK, such as health and safety, data protection, employment, and consumer rights. You also need to follow the rules set out in your company's constitution and the UK company law. You should seek legal advice or guidance if you are not sure about your legal obligations and responsibilities.
Registering as an overseas company can be a good option for foreign businesses that want to expand and operate in the UK. However, it also involves some costs and responsibilities that need to be considered and fulfilled. Therefore, it is important to understand the process and the implications before you decide to register.
If you need help with registering as an overseas company, contact CG Incorporations for advice we would be happy to help you with your company formation.
Published: 11/20/2023 5:58:19 PM