UK establishment of an overseas company
A non-UK company that opens a branch or other place of business in the UK must register it with Companies House within one month of opening.
- Entiva fee to form
- $669
- Government fees to form
- £176
- Run plan
- $49 a month
- Steps to form
- 10
- Ongoing filings
- 6
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Companies Act 2006, Part 34.
Who it suits
- Non-UK companies that open a branch or other place of business in the UK.
Key facts
- Legal form
- Not a separate legal entity
- Register within
- One month of opening
- Registration
- Form OS IN01, £124 on paper
- Director verification
- Form OS VS01 by the opening anniversary
- Changes
- Filed within 21 days
- Confirmation statement
- None
- Jurisdiction
- The UK counts as one jurisdiction
- Law
- Companies Act 2006, Part 34
What the law requires.
6 rules, each in plain words.
Registration on form OS IN01 within one month
It is filed with a certified copy of the constitution and, if parent law requires them, the latest accounts with a certified English translation.
Identity verification for every director
Form OS VS01 is due by the anniversary of the establishment's opening, unless verification details were already provided.
Accounts filed every year
They are due within 3 months of the date parent law requires them to be disclosed, or within 13 months of period end if it requires none.
Changes filed within 21 days
Use OS CH01 for the establishment and OS CH02 for the parent company.
Corporation Tax registration with HMRC
It is needed if the company becomes chargeable.
The branch is not a separate legal entity
The overseas company registers its UK establishment, and there is no confirmation statement.
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 steps- 1Check the name against the UK name rules
The company keeps its parent-law name. UK name rules apply to alternative names.
- 2Notify the representatives and officers
People authorised to represent the company and to accept service. Directors' identities must be verified.
- 3Register the UK establishment
Form OS IN01 within one month of opening, filed on paper. Government fee: £124.
- 4File the directors' identity verification statement
Form OS VS01, due by the anniversary of the establishment's opening.
- 5Register for Corporation TaxOnly if needed
If the company becomes chargeable.
- 6Register for VAT
Needed once taxable turnover passes £90,000. Voluntary before that.
- 7Register as an employer for PAYEOnly if needed
If the company employs staff in the UK.
- 8File the workplace pension declarationOnly if needed
Only once there is a member of staff.
- 9Pay the data protection fee
Paid to the Information Commissioner's Office (ICO) before processing personal data, unless exempt.
- 10Set up handling of statutory post
Handling of post at the service address.
Documents
8- Board resolution opening the establishment and appointing representatives
- Certified copy of the constitution
- Certified English translation, if needed
- Latest accounts, if parent law requires them
- Extract from the home registry, dated within 3 months
- Ownership chart down to the individual owners
- Form OS IN01
- Registrar's confirmation with the UK establishment number
Who takes part
5- Every director verifies their identity
- A company acting as director or secretary is checked, with its acting individual
- A permanent representative acts for the company in the UK
- A named person is authorised to accept service
- Individuals owning over 25% of the overseas company are identified
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
6 filings- File the accounts of the UK establishment
3 months after the parent-law disclosure date, or 13 months after period end if none
- File the directors' identity verification statement
By the anniversary of the establishment's opening
- File the Company Tax Return, if chargeable
12 months after the end of the accounting period
- Pay Corporation Tax, if chargeable
9 months and 1 day after the accounting period ends
- Pay the data protection fee
Every 12 months, on the renewal date the ICO sets
- File the workplace pension declaration
Within 5 months of duties starting, and within 5 months of each re-enrolment
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
7 changes- Appoint an officer or representative
- Change or end an officer's appointment
- Change the establishment's address or details
- Change the person who accepts service
- Change the company's name
- Order certified copies of registry documents
- Get a registry document apostilled for use abroad
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Close the UK establishment
When the overseas company stops doing business in the UK.
- 1
Cancel the VAT registration
- 2
Close the PAYE scheme
- 3
Notify Companies House that the establishment has closed
Parent dissolved or in insolvency abroad
When the law of the parent company's country ends or restructures it.
- 1
Tell Companies House about the parent's insolvency or dissolution
- 2
Notify Companies House that the establishment has closed
What Entiva does for you.
From the first filing to the last.
UK establishment of an overseas company
- Prepares form OS IN01 with the certified constitution and directors' personal codes, and posts it.Restructuring
- Notifies Companies House of new officers and representatives within 21 days.People
- Files form OS VS01 to confirm every director has verified their identity.People
- Files the accounts of the UK establishment with form OS AA01.Ongoing
- Files the Company Tax Return (CT600) with HMRC when the company is chargeable.Ongoing
- Prepares and posts form OS DS01 when the establishment closes.Closing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$669one-off
- Government fees
- £176
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- File the accounts of the UK establishment
- File the directors' identity verification statement
- File the Company Tax Return, if chargeable
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- File the workplace pension declarationOnly if needed
- Pay the data protection fee
- Get a registry document apostilled for use abroad
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $669, one-off. Government fees are passed through at cost.
The registration threshold is £90,000.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Excludes steps marked only if needed.
Every year
The Run plan costs $49 a month ($588 a year).
Late filing penalties: 200 GBP at 1 day, another 200 GBP at 3 months, then 10% of unpaid tax at 6 and 12 months; 1,000 GBP each if late three times in a row.
Tier 1 £52; tier 2 £78; tier 3 £3,763; £5 off by direct debit.
Changes
Routine changes are included in the Run plan.
£30 on paper.
Per document: £45 standard paper, £40 next-day and £100 restricted urgent, £35 e-Apostille.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.