| You have an overseas company and are thinking about expanding your business into the UK. Are you thinking about the formation of a branch of your foreign company?
Welcome to Coddan, online UK branches formation agent. We will guide you through the process of registering your branch, and establishing your registered identity. We will help you with the completion of your application; express mail your documents and application to Companies House for their filing; and keep you up to date about the process of your incorporation. Formation of a branch of an overseas company is a harder and more complicated procedure, and it takes approximately one month for Companies House to consider a branch application.
Many organisations want to expand into the UK, but for many reasons may not want to establish an incorporated entity in the UK. Instead, they may wish to register a branch, or place of business as an overseas company. Some companies receive tax breaks and government development grants by continuing to be incorporated in their home country while they attempt to establish a UK operation. The fact that a foreign company is carrying on business in the UK does not automatically mean that the company has to register with Companies House. | Important Note:Registration of a branch of an overseas company is not as easy as the incorporation of a local UK private limited company. It requires more time and additional documents. It also should be noted that the formation of a branch cannot be completed online, and it takes 2–4 weeks for Companies House to consider the application. The parent company will also need to provide supporting documentation, including the Certificate of Incorporation, the Memorandum and Articles of Association, and a copy of the audited accounts. All documents should be true copies obtained from the Registry where the company was incorporated, or stamped by a Notary or Commissioner for Oaths. For more information about branches of overseas companies in the UK, please visit the establishing a branch or place of business in the UK section on our main website. | |  | |  |   Looking for information and guidance on how to establish a UK branch of your overseas company? Why should you bother? Leave this complicated process to the professionals! There are more than two million registered companies in the UK, with over 330,000 new registrations each year. The majority of foreign investors will establish a UK registered company when setting-up in the UK. The vast majority of foreign businesses are established as a company limited by shares, either as a private limited company or as a public limited company. Most foreign companies set up a private limited company that is a subsidiary of the overseas company. Instead of registering a UK company, foreign businesses may wish to register a branch or place of business as an overseas company. What is a branch? A branch is part of a company that is organised so as to conduct business on behalf of a company, as opposed to carrying on business which is merely ancillary or incidental to the company's business as a whole. In other words, a person will be able to deal directly with a branch of the foreign company in the UK, rather than with that company in its country of incorporation. Other types of commercial enterprises, for instance partnerships and unincorporated bodies, cannot register in the UK as a branch. This section aims to help you understand some of the many things you need to think about when you are starting and running a business. You can now establish your branch or place of business online using us as a company registration agent. If you are looking for more information about the registration of a branch in the UK please follow this link. |   If an overseas company decides to open a branch in the UK, it is required to register its branch with the Registrar of Companies: either the Registrar of Companies for England and Wales, or the Registrar of Companies for Scotland, depending on the location of the branch.
There are two options for the formation of a branch in the UK:
 If the company has no representatives who can make decisions in the UK, then use Form 691;
If the company has a representative who can make decisions in the UK, then use Form BR1;
Only one person is required to set up a branch; a Director and Secretary are not required.
Within one month of having opened a branch in part of the UK, an overseas company must deliver the following to the Registrar: a completed Form BR1 (containing a lot of detail about the company and its officers); a certified copy of the company's constitutional documents (for example, by-laws, charter, statute, and operating agreement); a copy of the latest set of audited accounts required to be published by parent law; and the current registration fee.
If you require professional assistance with the preparation and filing of your application, please do not hesitate to contact Coddan or visit the branch registration, filing, and disclosure section of our main website. | |  | |  | | UK BRANCH NOTES
Is branch registration applicable? For a branch registration, there must be a person who is able to make binding decisions on behalf of the company. If there is no one who can fulfill this role, a place of business registration may be applicable.
Corporate name: the exact name, as given in the constitutional documents, must be shown. Do not include the legal form unless it is part of the name; for example, do not print "ABC SA" where "SA" is not part of the corporate name – simply print "ABC".
Business name: if no business name is given, the corporate name will automatically serve as the branch name.
Governing law: the law under which the company was registered in the country of origin applies.
Accounting requirements: this applies to companies that are required to publicly disclose audited accounts in the country of origin. If this does not apply, insert "N/A" in the spaces provided.
Date branch opened: this is the date when the branch is recognised as having established itself in the UK. A future date is not acceptable.
Business carried on at branch: this may not be the same as the corporate objects; for example, a manufacturing company may have a sales outlet in the UK.
Issued Share Capital & Currency: the total value of the shares issued is required together with the currency.
Issued Constitutional Documents: the constitutional documents must be certified to be true copies of the original documents held at the registry in the country of incorporation. If the original constitutional documents are in a language other than English, a certified translation of the constitutional documents must be supplied.
For more branch notes follow this link. |  | | |
