Registering a Branch or Place of Business for Oversea Companies

There are two standard situations where oversea companies can be deemed as having business activities in Great Britain.

The first scenario is where there are physical premises from which the business can be seen to be operating or where there is frequent commercial activity from a specific address. Where this is the position, the oversea company must register with Companies House and deliver the required documents to them.

The other situation is where there are no physical premises which are used to conduct the business of the company. In such cases there is no registration requirement.

Branch or a Place of Business
An oversea company which is required to register can do so using one of two methods. The first means is through a branch where people effectively run the company’s operations in the local marketplace.

The second option is to register a place of business where there are insufficient grounds for there to be a branch.

A placer of business means that the oversea company has activities in the UK, but these are not of the required magnitude to signify autonomous commercial activity.

Registration of a Branch
The registration of a branch requires that the oversea company submit a Form BR1, the last set of audited financial statements, the company’s equivalent of the memorandum and articles of association and the fee payable to Companies House of £20.

Registration of a Place of Business
A place of business registration is submitted on Form 691 together with the memorandum and articles processed during company formation and the fee.

For both types of registration, the memorandum and articles of association (their foreign equivalents) must be certified as true and correct. They should be in their native language and where this is not in English, a copy which has been translated should also be presented.

The translated version should contain a certification that they accurately represent the original foreign documents.