Overseas companies with an establishment in the UK

Copyright © 2025 LexisNexis
Published by a LexisNexis Corporate expert
Practice notes
Scottish Law

Overseas companies with an establishment in the UK

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Practice notes
Scottish Law
imgtext

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

Powered by Lexis+®
Jurisdiction(s):
United Kingdom
Related legal acts:
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.

Read more

Popular documents

Unlimited companies

Unlimited companiesWhat is an unlimited company?An unlimited company is a private company whose members are not limited in their liability to contribute to the obligations of the company on winding up. An unlimited company cannot be a public company.An unlimited company may or may not have a share

Unincorporated associations

Unincorporated associationsWhat is an unincorporated association?An unincorporated association:•is an organisation formed when two or more persons (the members) carry on activities together for a common purpose•does not operate for the purpose of generating profit (in fact, if two or more persons

Companies limited by guarantee

Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company limited by guarantee is a type of company whose members have undertaken to contribute to the assets of the company in the event of it being wound up. It

Private companies limited by shares

Private companies limited by sharesWhat is a private company limited by shares?A private company limited by shares is a legal entity which is separate and distinct from its members. It is owned by its members who hold shares in the company. It is managed by its directors in line with the provisions