Exploring Business Horizons: Setting Up an Overseas Company in the United Kingdom

For Indian entrepreneurs and business leaders looking to expand globally, the United Kingdom remains a highly attractive destination. With its stable legal system, global financial hub status, and longstanding trade ties with India, the UK offers a promising gateway into Europe and beyond. Setting up an overseas company in the UK is an opportunity to access new customers, improve international credibility, and establish a stronger presence in one of the world’s most respected business environments.

The process of setting up an overseas company in the UK is relatively straightforward but requires an understanding of certain formalities and regulations. For Indian businesspersons, it is important to first understand what constitutes an "overseas company" in the context of UK law. An overseas company is a business that is incorporated outside of the UK but establishes some kind of physical presence in the country, such as opening a branch office or operating through a place of business. This is distinct from setting up a new UK company altogether, as the overseas entity remains legally tied to its home country.

According to the UK government regulations, if an overseas company opens a UK establishment - a fixed place where it carries on business activities, it is required to register with Companies House, the UK’s official register of companies, within one month. This registration allows the company to operate legally and transparently in the UK, offering potential customers, partners, and investors a clear view of its presence and operations.

To begin this process, the overseas company must submit Form OS IN01 to Companies House. This form includes key information such as the company’s name, country of incorporation, legal structure, address of the UK establishment, and details of appointed persons (such as directors or authorised representatives). Additionally, the company must submit certified copies of its constitutional documents and the latest set of accounts (if required under the law of its country of origin). All documents must be provided in English or accompanied by a certified translation.

It is important to note that there are certain naming rules when registering an overseas company. For example, if the name of the overseas company is the same or similar to an existing UK company, the registrar may request a name change or the use of an alternative trading name to avoid confusion. Similarly, the business must comply with the UK’s disclosure obligations, such as clearly displaying the company’s name and country of incorporation on business stationery, websites, and at its physical premises.

One of the main benefits of registering an overseas company in the UK is that it allows the Indian business to maintain its original corporate identity while operating in a foreign market. This is particularly useful for companies that already have an established brand in India and wish to retain that recognition in the UK. Furthermore, registering an overseas branch can be more cost-effective and administratively simpler than incorporating a completely new UK subsidiary.

From a regulatory standpoint, once registered, the overseas company must comply with ongoing filing requirements. These include notifying Companies House about any changes to the company’s details, such as alterations to its constitution, changes in directors, or updates to the company’s registered address. Companies may also need to file annual accounts with Companies House if they are required to prepare and disclose such accounts in their country of incorporation. This helps ensure transparency and maintains the company’s legal standing in the UK.

In terms of taxation, an overseas company is only taxed in the UK on the profits arising from its UK operations. If the UK branch constitutes a "permanent establishment" under double taxation agreements (such as the UK-India Double Taxation Avoidance Agreement), it may be liable to UK corporation tax on the profits attributable to the UK business. Therefore, it is advisable to consult a qualified tax advisor to ensure compliance with both Indian and UK tax laws and to take advantage of any treaty benefits.

For businesses engaged in specific sectors such as financial services, healthcare, or construction, additional licenses or regulatory approvals may be required to legally operate in the UK. Before setting up a UK branch, Indian business owners should verify sector-specific regulations and ensure that they meet all professional or statutory requirements. This due diligence can save considerable time and resources in the long term.

Setting up an overseas company also opens up a range of practical advantages. The UK’s favourable time zone overlaps with both Asia and North America, making it ideal for global operations. Its strong infrastructure, access to skilled labour, and open market policies make it a welcoming destination for foreign business. Indian companies can benefit from the UK’s vast network of business incubators, innovation hubs, and trade associations that support foreign investment.

Moreover, post-Brexit, the UK has been actively seeking to deepen trade ties with countries outside the European Union, and India has been identified as a priority partner. Trade agreements and institutional support from both sides are growing, making it a particularly opportune time for Indian companies to consider establishing a formal presence in the UK. Organisations such as the UK India Business Council (UKIBC), Department for Business and Trade (DBT), the Europe India Centre for Business and Industry (EICBI) and the Indian High Commission in London offer support services, networking platforms, and advisory services to facilitate smoother business setup and expansion.

It is also worth considering the long-term strategic advantages of entering the UK market. A registered overseas company may later evolve into a full-fledged UK subsidiary or even list on UK stock exchanges if it meets the required standards. Establishing early operations allows businesses to test the market, build a customer base, and navigate regulatory frameworks, all of which contribute to a stronger, more confident international expansion strategy.

While the process is generally manageable, success ultimately depends on careful planning, compliance with UK laws, and a clear understanding of the market environment. Indian businesspersons are advised to seek legal advice, engage with UK business support agencies, and maintain open communication with Companies House and HM Revenue & Customs (HMRC). Additionally, having an experienced company secretary or business consultant can help smoothen the journey and ensure that regulatory and administrative procedures are handled professionally.

In summary, setting up an overseas company in the UK presents a strategic opportunity for Indian businesses to expand their international footprint. The process requires attention to detail, a basic understanding of UK legal requirements, and a proactive approach to compliance and reporting. However, the potential rewards from market access to credibility and growth make it a worthwhile venture for businesses aiming to build lasting global connections in the UK-India Corridor.

This article draws upon content from © UK Government, 2024. Reused under the terms of the Open Government Licence v3.0. Changes have been made to suit the context and audience. Original source: “Register as an overseas company,” GOV.UK. https://www.gov.uk/register-as-an-overseas-company.