Registering a UK branch (a UK establishment)
A branch is the existing company operating in the UK, registered at Companies House, taxed here on the profits of the UK operation. Cheaper to set up, more of the parent on the public record. We register it and run its UK filings.
A UK branch of the existing company, registered at Companies House
A branch is the existing company operating in the UK rather than a new one. It is the structure where early losses are worth more at home than trapped in a UK subsidiary. It also leaves the parent directly liable for everything the UK operation does, and usually puts the parent's own accounts on the UK public register.
What you get
- Registration within one month of opening
- Certified constitution and translation filed
- Corporation tax on the UK operation
- VAT and PAYE registered for the branch
- Parent's accounts filed each year
- Conversion to a subsidiary later
What we do
Registration inside the deadline
An overseas company must register a UK establishment within one month of opening it. We prepare the filing and the supporting documents so it goes in once.
Certified and translated documents
Companies House wants a certified copy of the parent's constitution, translated into English where it is not in English. This is the part that turns a one-day job into a three-week one, so we start it early.
The parent's accounts
Where your home law requires the parent to publish accounts, a copy is filed here each year. We handle the filing and tell you what becomes public before you commit.
Tax registrations
Corporation tax on the profits attributable to the UK operation, plus VAT and PAYE where the branch will trade and employ.
The UK profit computation
A branch has no separate accounts, so its taxable profit has to be worked out as if it were a separate business dealing at arm's length. We build that and keep the working papers.
Conversion, when it comes
Most groups incorporate a subsidiary eventually. We set the branch up so that transfer is straightforward rather than expensive.
An overseas company that opens a place of business in the UK must register it as a UK establishment at Companies House within one month of opening. It is still the same legal entity as the parent. There is no separate company, no separate share capital and no separation of liability: contracts, debts and claims are the parent's. What the UK gets is a registration, a tax presence and a set of filings.
Branch or subsidiary
| UK establishment (branch) | UK subsidiary | |
|---|---|---|
| Legal entity | The parent itself | A separate UK company |
| Liability | The parent is liable for everything the branch does | Limited to the subsidiary, except for guarantees given |
| Set-up | Quoted; the Companies House fee is included | Quoted; the Companies House fee is included |
| On the public record | The parent's constitution, directors and, in most cases, the parent's own accounts | The subsidiary's own accounts and officers only |
| Corporation tax | 25% on the profits attributable to the UK operation | 25% on the company's profits, with the same associated-companies rule |
| Losses | Often usable against the parent's profits at home, depending on its rules | Stay in the UK company or go to UK group members |
| Profits home | No dividend needed; internal transfer, no UK withholding | Dividend, no UK withholding tax |
| Customers and banks | Some prefer to contract with a UK company | A UK company on the contract |
| Closing down | Deregistration | Strike-off or liquidation |
The full guide goes through the decision in detail, and the checker gives a first answer in a minute.
What registration involves
- The registration form, with the parent's details, the UK address and the people authorised to accept service in the UK.
- A certified copy of the parent's constitution, with a certified English translation where it is not in English.
- The parent's latest accounts, where the parent's home law requires it to publish accounts, and every year after.
- Registration for corporation tax, and for VAT and PAYE where the branch will trade and employ.
- The branch's own accounting records, kept so the UK profit can be computed and defended.
Moving to a subsidiary later
Many groups start with a branch and incorporate a subsidiary once the UK business is established. The trade and assets are transferred to the new company, the branch is deregistered, and the tax is managed so that the transfer does not create a bill. We plan it that way from the start where a later conversion is likely.
What we need from you
- The parent's certificate of incorporation, constitution and latest accounts
- The UK address and the date it opened or will open
- The names of the people in the UK who will represent the company
- What the branch will do, so the tax registrations are right
Common questions
When does a branch have to be registered?
Within one month of opening a place of business in the UK. Selling into the UK from abroad without premises or staff here does not usually create a UK establishment, but it may still create a UK tax presence, which we check.
Does the parent's own accounts go on the UK register?
Where the parent is required by its home law to publish accounts, yes, a copy goes to Companies House each year and is public. Groups that prefer not to disclose the parent's figures usually choose a subsidiary.
How is the branch's profit worked out?
As if the UK operation were a separate business dealing at arm's length with the rest of the company. The parent's costs are allocated to the branch on a reasoned basis and the branch pays UK corporation tax on the result.
Can a branch employ people?
Yes. It registers as an employer and runs UK payroll in the same way as a subsidiary.
Related services
Setting up a UK subsidiary
QuotedIncorporation and the registrations that follow
Incorporation, the ownership register, identity verification for each director, then corporation tax, PAYE and VAT registrations. One fee, everything a new UK company must have.
HMRC registrations for a new UK company
QuotedCorporation tax, PAYE, VAT and the other HMRC registrations
Every registration the company needs, applied for in the right order and at the right time, with the references held on file rather than lost in the post.
Registered office and company secretarial
QuotedA UK registered office and the company's filings
Our office as the registered office, every official letter opened and sent on the same day, the registers kept, and the confirmation statement filed each year.
Get a fixed quote
Tell us where the parent company is and what the UK operation has to do.
