Every overseas company that establishes a place of business or a branch in Great Britain (otherwise than through a UK-registered subsidiary company) is under a legal obligation to register that place of business or branch with the Registrar of Companies. There is no statutory definition of a branch or place of business but case law and guidance issued by the Registrar indicates as follows:-

Place of business

A place of business is a place where there is a physical or visible indication that the overseas company may be contacted there or a place from which the overseas company habitually conducts its business even if there is no physical sign of the company's connection with it.

Branch

A branch is a part of an overseas limited company organised to conduct business through local representatives in Great Britain rather than referring it abroad.

An unlimited company incorporated outside Great Britain and any company incorporated in Northern Ireland or Gibraltar cannot register under the branch regime but must register under the place of business regime if it establishes a physical presence here.

No registration is required unless there is a physical place in Great Britain from which the overseas company carries on business. Nor are overseas entities that are not companies (for example, partnerships, limited partnerships, unincorporated bodies or government agencies) required to register if they establish a place of business or branch here.

Jordans' comprehensive registration services provide full assistance and support with the registration process. Our service includes the following:

• Providing advice and assistance with completing and submitting all forms and supporting documents necessary to make the application to register the branch or place of business
  
  
• Carrying out a name availability check of the Companies Index
  
  
• Obtaining the certificate of registration of the branch or place of business
  
  
• Providing information on the company’s statutory obligations after registration

We can also assist with obtaining certified translations of constitutional documents that are not in English (for an additional fee).

Next steps

Our fees for registering a branch or place of business start at £525 + VAT (£636.87). Download our information sheet and order form.

For more information on our branch registration service please contact our Corporate Legal Services team.