UK Branch of a Foreign Company

A potential business entity which can be used in the UK is a Branch office. A Branch of a foreign company has many drawbacks one of which is that the foreign parent company carries full liability for the branches operations.

Disadvantages of a Branch Office are:

  • The parent company is fully responsible for the liabilities of the branch
  • The representatives of the branch may be held jointly and severally liable for tax debts
  • The financial statements of the parent company must be lodged at the Companies Registry
  • The obligations of the branch are the same as those of the parent company, including filing VAT returns, employee returns and corporation tax returns - meaning that there are few savings in administering a branch
  • Banks and clients may prefer dealing with a UK company rather than a foreign branch
  • A branch is rarely ideal for substantial projects because the parent company runs the entire risk
  • Upon registration of a branch, evidence of the legal existence of the parent company has to be provided
  • Any public act by the branch is likely to need ratification by the board of the foreign parent.

In terms of administrative ease, if your company is to sign contracts in front of a notary on a regular basis, it makes more sense to form a company rather than establish a branch office.

Advantages are:

  • Less obligations to present accounts than with corporations

Features of a branch office in UK

A branch is usually an adequate structure for low cost projects. However, it is not the ideal choice for substantial projects because the parent company and branch offices activities are not differentiated - the parent company is fully liable for the liabilities of the branch.

From a tax point of view, branches are permanent establishments of non-resident companies and a UK branch is not a separate legal company from its parent.

The branch can have the same name as the parent company or can choose a different name for its UK establishment. If a different name is chosen it must comply with rules for business names set out in Part 41 Companies Act 2006.

A branch of a non-resident company must appoint a resident individual or a company to represent it in its dealings with the tax authorities. The representatives may be held jointly and severally liable for the tax debts of the permanent establishments of non-resident entities, which they represent.

To register a branch, evidence of the existence of the parent has to be provided, as well as certified copies of the Articles or Statutes, the names of the directors, the share capital, the registered office, and the names of the representatives who will act for you.

Various documents will need to be translated, including:

  • Your parent company's registration certificate
  • Your company's articles of association
  • Names of the company's directors and secretary

After your branch is registered

All stationery, order forms and similar documents used by your branch are required to show:

  • The place of registration of the parent
  • The number with which it is registered
  • The legal classification of the company
  • The address of its registered office
  • The place of registration of the branch, and its registration number

Also, the following particulars must be shown at the branch office:

  • The company name
  • The name of the country in which the company is incorporated
  • The parent of the branch has limited liability

Financial information must be sent to Companies House by an overseas company registered in Great Britain

Branches of overseas companies whose parent law requires the publication of accounts which have been audited must deliver a copy of those accounts together with a certified translation if necessary within three months of public disclosure. This applies to all companies from European Economic Area member States, even where a company is categorised as 'small' and allowed to deliver modified accounts, even to the extent of them being unaudited.

Branches of overseas companies whose parent law does not require the publication of audited accounts must, within 13 months of a company's accounting reference date, deliver accounts to Companies House that comply with the Companies Act. Such accounts must relate to the company and not solely the branch.

All overseas companies must deliver accounts - there are no exceptions. The accounts must relate to the company as a whole and not just that part of the company that operates in Great Britain.

Branch Filing and disclosure requirements

You should notify Companies House on the prescribed form of any changes to the original information filed as and when it occurs. The disclosure requirements include:

  • Changes to the constitutional documents of an overseas company
  • Changes to the company details, including the name, legal form, accounting requirements, head office address, objects, share capital and governing law
  • Changes of director or secretary or of their particulars
  • Change in details of the branch, including its business name, address and the nature of the business
  • Change of person authorised to accept service or to represent the company in the business of the branch, or of their particulars