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Branch company formation in United Kingdom

The registration of a branch office in the UK is part of the expansion process of foreign organizations that need to expand their business in the UK and decide to work with local agents who operate throughout the UK, carrying out the activity on behalf of the company. How do I register a branch office and how does it work?


from 250 €

Company formation in the UK (United Kingdom)

Registering a branch office in the UK is a great way to establish a base of operations in the UK, make a profit in the UK market and focus on a new audience.
Expanding your business in the UK is more efficient in terms of costs and overheads associated with doing business, which is why many companies partner with local agencies.

What is a UK Subsidiary

In the UK, a branch office is legally considered an extension of the original foreign company, it can make agreements and enter into contracts of sale or purchase on behalf of the company.  In order to set up a branch office, it is necessary to assign an individual to act as a permanent representative, who must sign documents on behalf of the foreign company.

Establishing a branch office in the UK offers foreign entrepreneurs a number of advantages, starting with the possibility of expansion into the UK market, which allows them to attract new customers and increase brand awareness in the international market.

How to register a branch office

In order to register a branch it is necessary to follow a series of fundamental steps, which we can summarize in the following list:

  • Complete Form BR1
  • Attach certified copy of business documents in original language
  • Attach certified translation of documents
  • Attach a copy of the company’s public accounts

The branch is subject to the rules imposed on British company names: even if registration is under the original company name, the name of the branch cannot be the same as a company already on the register and cannot include sensitive terms or expressions not permitted by the Government.

What are the differences between a branch office and a Place of Business UK

When a foreign organization wants to expand its business in the United Kingdom, without forming an incorporated body, it can choose between opening a Branch and opening a Place of Business. The latter is an alternative solution used when it is not possible to register as a branch. For example, if a company is headquartered in the United Kingdom, it is not a public limited company and its business is not suitable for the establishment of a branch, according to the laws in force.

UK subsidiary: data to be displayed in documents

A foreign company must show the company’s original name and country of incorporation in any business carried on in the UK. The location of the business must be included within all company documents such as invoices, official publications and so on.  The following information must also be included in all company documents:

  • Company name and country of incorporation
  • Limited liability of members
  • Location and registration number of the subsidiary
  • Identity of the registry and registration number in the state of incorporation
  • Legal structure of the company
  • Head office
  • State of business of the company confirming that it is not in bankruptcy/closure

Branch office in the UK: filing and disclosure requirements

Companies House must be notified at all times of any changes regarding the branch office and the company representative must report the new information within 21 days by submitting one of the following forms listed below:

Model BR2 Amendments to articles of association
Module BR3 Changes to company information
Model BR4 Changes in administrators, secretary, or details
Model BR5 Changes to branch data
Model BR6 Changes in the company representative
Model BR7 Change of the branch in which the articles of incorporation and accounts of the company are registered
Module 225 Changing the accounting reference date of a company subject to account filings

The accounting conditions of a subsidiary in the United Kingdom

When a branch represents a foreign corporation originally located in a country that, by law, requires disclosure of audited accounts, the branch must provide a copy of the accounts within 3 months of their publication.
Subsidiaries representing foreign companies located in countries where disclosure of accounts is not required, on the other hand, must send public accounts to Companies House, within 13 months of the annual deadline for the preparation of accounts, complying with Section 700 of the Companies Act 1985, as subsequently amended by Act 1990 No. 440.
The documentation to be provided consists of:

  • Balance Sheet
  • Profits and losses incurred, accompanied by accounting notes

What happens when a company closes its UK subsidiary

When a company closes a branch office in the United Kingdom, a notice letter must be sent to Companies House, signed by the company’s representative. Upon receipt of the notice, all accounting, financial and institutional obligations of the company will be terminated in two ways:

  • If a company has only one branch in the UK and closes it permanently, the company’s public file will be closed immediately
  • If a company has several branches in the UK and closes only the main branch, Companies House must be notified of the address of the new branch where the constitutional documents are stored.

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