Overseas companies with an establishment in the UK

Published by a ��Ӱ�� Corporate expert

Practice notes

Scottish Law

Overseas companies with an establishment in the UK

Published by a ��Ӱ�� Corporate expert

Practice notes

Scottish Law

When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with companies house pursuant to the provisions of the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs).

This Practice Note should be read in conjunction with Practice Notes: Overseas companies in the UK—alteration of registered particulars, accounts and charges, Overseas companies registered in the UK—trading disclosures and execution and Overseas companies in the UK—winding up, liquidation, insolvency and closure.

Register of overseas entities holding property in the UK

The regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property, which was introduced in August 2022. For further details on the register of overseas entities that own UK property established by the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities

Jurisdiction(s):

United Kingdom

Key definition:

Overseas company definition

What does Overseas company mean?

CA 2006, s 1044 defines an 'overseas company' as any company incorporated outside the UK. Not every overseas company that carries on business in the UK is required to register its particulars with companies house; the company will have to consider the CA 2006 and the Overseas Companies Regulations 2009 (SI 2009/1801) to determine whether registration is necessary. An overseas company has to be registered at Companies House if it opens an 'establishment' in the UK. An establishment is a branch within the meaning of the Eleventh Company Law Directive, or a place of business that is not such a branch.

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