How to Register a UK Branch or Subsidiary as a Foreign Company in 2026

Setting up a subsidiary company in the UK gives a foreign business a local company that UK customers, suppliers and banks recognise, formed online in about a day for £100. There is no residence rule for directors or owners, no minimum share capital, and profits are taxed at 19% to 25%.

The hard part is picking the right route and getting the paperwork right. A branch is not a separate company, so the parent carries its debts, and it must be registered on a paper form within one month of opening. Every director must verify their identity, the owners are traced to real people, and UK banks often refuse foreign-owned companies.

Your group does not need to learn any of this. We form your UK subsidiary ourselves from €350, Companies House fee included, or prepare the branch registration for you. Identity checks, parent company documents and a bank-ready file all run through one team, with no email chains, and your UK entity is ready within a week.

Why Foreign Companies Set Up in the UK

The UK is one of the quickest places in the world to open a local company. Setting up a subsidiary company in the UK takes about a day online, costs £100 at Companies House and needs no UK-resident director. Foreign groups use a UK company to sell to UK customers, hire UK staff, sign contracts under English law and bank in sterling.

A UK Company in About a Day

When you set up a subsidiary company in the UK, GOV.UK guidance from the Department for Business and Trade says a new subsidiary typically takes one day to set up, while a branch typically takes one month. Companies House registers most online applications within 24 hours, and the company can sign contracts, invoice and hire from the date on its certificate of incorporation.

No Residence Rule for Directors or Owners

UK company law has no nationality or residence rule. Every director can live abroad, and the foreign parent can own 100% of the shares. Each director and each person with significant control must verify their identity with Companies House, which works online from any country.

Limited Liability for the Parent

A subsidiary is a separate legal person. If you set up a subsidiary company in the UK, GOV.UK guidance says the parent will generally have no legal liability for the subsidiary's debts. A claim, a lease or a supplier dispute in the UK stays with the UK company, unless the parent chooses to guarantee it. A branch gives no such protection, because it is part of the parent.

Tax Rates and a Wide Treaty Network

From 1 April 2026, UK Corporation Tax is 19% on profits up to £50,000 and 25% on profits above £250,000, with marginal relief in between. The UK charges no withholding tax on dividends paid by a UK company, so profits can go back to the parent without a UK deduction. The UK also has one of the largest double tax treaty networks in the world, which can reduce tax on interest and royalties paid across borders.

A Company Your UK Customers Can Check

A UK company number, a UK registered office and accounts on the public register make it easy for UK customers, suppliers and payment providers to check who they are dealing with. For many foreign groups, that is the main reason to set up locally rather than sell into the UK from abroad.

A Base for UK Staff

A UK subsidiary can employ people directly, run a UK payroll and take a UK office lease in its own name. That keeps employment contracts, pensions and local disputes inside the UK company, away from the parent's balance sheet.

UK Branch vs Subsidiary

A foreign company can do business in the UK in two ways. It can register a UK establishment, usually called a branch, or it can form a UK subsidiary, a private limited company that it owns. The branch is part of the parent. The subsidiary is a new company with its own liability, tax position and bank account.

For most foreign companies, the subsidiary is the better choice. It is faster, cheaper to register, keeps UK risks inside the UK company and gets the lower Corporation Tax rates by default. A branch makes sense when a customer, a regulator or a contract needs the parent itself to be the party doing business in the UK. Our guide to branch office vs subsidiary covers the same choice in other countries.

What a UK Subsidiary Is

A UK subsidiary is a private limited company whose shares are owned by the foreign parent. It needs at least one director who is a real person, a registered office in the UK and a statement of capital, like any company when you set up a limited company in the UK. The parent is recorded as a relevant legal entity on the register of people with significant control only if it has its own disclosure duties, for example shares listed on a UK or EU regulated market. Otherwise, the people who control the parent are registered as PSCs, as our UK PSC register guide explains.

What a UK Branch Is

A UK branch is the foreign company itself, trading from a permanent place in the UK with its own staff or office. Companies House calls it a UK establishment. It has no share capital of its own and no separate liability. The foreign company must name at least one permanent representative who can act for it in the UK, and that person does not have to live in the UK.

When a Subsidiary Is the Better Choice

A subsidiary suits almost every trading business: a sales office, a UK team, a local warehouse, a software company billing UK clients or a group that plans to raise money or sell the UK business later. It also suits groups that want a UK account opened quickly, because banks and our partners handle a UK company far more easily than a foreign company with a UK address.

When a Branch Makes Sense

A branch fits a narrow set of cases: a project where the client insists on contracting with the parent, a firm that operates in the UK under a permission held by the parent, or a short assignment where a second company would add more filings than it saves. Setting up a company branch in the UK still needs a UK bank account, tax registrations and yearly accounts, so it is rarely the lighter option.

Setting Up a Subsidiary Company in the UK From Abroad

Setting up a subsidiary company in the UK from abroad follows the same rules as for a UK founder. The parent signs as the shareholder, the directors verify their identity online, and nobody needs to travel. What changes is the paperwork from the parent's home country and the questions a bank will ask.

Identity Verification for Directors Abroad

Since 18 November 2025, every new director must give a personal code from Companies House identity verification when the company is formed. Directors abroad verify through GOV.UK One Login with a passport and a phone, or through an authorised corporate service provider. Every PSC verifies too, so plan this before the filing date.

A Foreign Parent as the Shareholder

The parent company is the subscriber to the shares. Companies House needs its name, legal form, the law it is governed by and its register details. The bank will also ask for a board resolution approving the investment, a current registry extract for the parent and a chart showing who owns the parent, down to the ultimate beneficial owners.

Where the Subsidiary Is Managed

A company incorporated in the UK is UK tax resident by default. If all its decisions are made abroad, the parent's country may also treat it as resident, and the tax treaty decides where it pays tax. Read whether a UK company is tax resident before you decide who sits on the board.

The Registered Office

The subsidiary needs a registered office in the part of the UK where it is registered, at an appropriate address where post reaches someone acting for the company. A foreign parent's address cannot be used. Our guide to UK registered office address rules sets out what counts.

Foreign Companies Setting Up in the UK

Foreign companies set up in the UK for the same reasons whatever their home country, but each group brings its own documents, tax treaty and banking questions. These are the parent countries we see most often, and what each one needs to prepare.

US Companies Setting Up in the UK

US companies setting up in the UK usually form a UK private limited company owned by the US corporation or LLC. The bank asks for the parent's certificate of formation, a certificate of good standing from the home state and a board or member resolution. Because the US is a Hague Convention country, an apostille makes those papers usable in the UK. A US company setting up a UK office for a sales team almost always chooses a subsidiary, and the UK and US treaty then governs how profits move between them. The US side has its own tax elections for foreign subsidiaries, so involve the US adviser before the shares are issued.

Australian Companies Setting Up in the UK

Australian companies setting up in the UK use the same subsidiary route, with an ASIC company extract and a board resolution for the parent. The UK and Australia have a double tax treaty, and the time difference means most groups appoint at least one director or senior manager who works UK hours. Australia is also a Hague Convention country, so documents are apostilled rather than legalised.

South African Companies Setting Up in the UK

From South Africa, companies setting up in the UK face one extra step at home: exchange control. An investment into a UK subsidiary usually runs through an authorised dealer in South Africa before the money leaves, so build that into the timeline. For South Africa, companies setting up in the UK should also allow for the parent's own board and bank approvals before the shares are paid for. The UK side is the same as for any foreign parent, with a CIPC extract, a board resolution and a group chart.

EU Companies Setting Up in the UK

Since Brexit, an EU company that sells into the UK is a non-UK business for VAT and customs. A UK subsidiary lets it hold stock in the UK, hire UK staff and register for VAT as a UK-established business. EU groups with regulated activities also lost passporting rights, so they need a UK entity and UK permissions to serve UK clients.

Groups Moving Staff to the UK

Moving employees from the parent to the UK, for example a US company setting up a UK office with staff from home, needs a Home Office visa route, and some routes need a sponsor licence before anyone arrives. Plan the entity first, because the licence, the payroll and the office lease all sit with the UK company or the branch.

How to Set Up a Subsidiary Company in the UK

Setting up a subsidiary company in the UK takes six steps, and we run each one for you. The company is usually registered within 24 hours of filing, and the whole setup, including identity checks and a bank-ready file, takes about a week.

Agree the Structure

Decide who owns the shares (usually the parent alone, sometimes a UK holding company or a joint venture partner), how many shares are issued and who sits on the board. Most subsidiaries start with model articles and a small share capital, then add capital later if a bank, a landlord or a regulator asks for it.

Check the Name

The name must not be the same as an existing company, and some words need approval. Many groups use the parent's name with "Limited" or "UK Limited". Read how to check and reserve a UK company name before you print anything.

Verify the Directors and People With Control

Each director and each PSC gets a personal code from Companies House identity verification. The filing cannot go in without the directors' codes, so this is the step that most often sets the date.

Prepare the Parent Company Documents

Gather the parent's registry extract, its certificate of incorporation, a board resolution approving the UK subsidiary and naming the signatory, and the group ownership chart. Documents not in English need a certified translation for the bank.

File With Companies House

The fee to set up a subsidiary company in the UK, GOV.UK confirms, is £100 online from 1 February 2026, £124 on paper and £156 for same-day registration. We file the application online for £100, with the articles, the statement of capital and the PSC details. Companies House usually registers it within 24 hours and issues the certificate of incorporation with the company number.

Register for Tax

HMRC sends the Corporation Tax reference to the registered office, and the company must tell HMRC within 3 months of starting to trade. VAT registration is needed once taxable turnover passes £90,000, and PAYE before the first UK payday.

Setting Up a Company Branch in the UK

Setting up a company branch in the UK means registering a UK establishment of the foreign company with Companies House. It is a paper filing on form OS IN01, due within one month of opening the establishment, with a £124 fee. There is no online version of the form.

What Counts as a UK Establishment

A UK establishment is a branch or a place of business in the UK with a permanent physical presence, such as an office with staff, through which the foreign company does business. A company that only sells into the UK online from abroad, with no office or staff in the UK, has no UK establishment and does not file OS IN01.

Register Within One Month

The Overseas Companies Regulations 2009 give one month from the day the establishment opens. Missing it is an offence for the company and for every officer or agent who knowingly allows it, with a fine of up to £1,000 plus a daily default fine. Late registration also delays the bank account, because banks ask for the UK registration.

What Form OS IN01 Asks For

The form asks for the company's name, legal form, home register and number, the law that governs it, its head office, its objects and its issued share capital. It lists every director with their service and home address, nationality, occupation, date of birth and whether they act alone or jointly, plus the secretary. For the UK establishment, it asks for the address, the opening date, the business carried on, the name used in the UK, anyone authorised to accept service and the permanent representatives with their powers.

Certified Copies and Translations

The filing includes a certified copy of the company's constitution. Where the parent's home law requires it to prepare and publish accounts, the latest published accounts go in too. Any document not in English needs a certified English translation, which is often the slowest part of setting up a company branch in the UK.

Directors Must Verify Their Identity

Since 18 November 2025, each individual director of the foreign company must give an identity verification statement and personal code with the OS IN01. An unverified director must not act for the UK establishment, and doing so is an offence for the director and the company. Establishments that opened before that date file form OS VS01 for existing directors by the first anniversary of their opening date that falls after 18 November 2025.

Choosing the Branch Name

The foreign company registers either its own corporate name or an alternative name, which is then treated as its name in the UK. The normal UK name rules apply, including the ban on names that are the same as an existing company. The establishment can trade under a different business name, as long as it follows the business names rules.

Reporting Changes Within 21 Days

Changes to the company or the establishment are reported on the OS forms: OS CH01 for the establishment, OS AP01 for a new director, OS TM01 for a director who leaves and OS DS01 to close the branch. The regulations give 21 days for most changes, and a name change on OS NM01 costs £30.

Documents Needed to Set Up a UK Subsidiary or Branch

The documents depend on the route, but both routes start with the parent. Prepare the parent's papers first, because every later step depends on them.

For a UK Subsidiary

• Parent company details: Name, legal form, governing law, register and company number.
• Registry extract: A current extract or certificate of good standing for the parent.
• Board resolution: Approving the subsidiary and naming who signs for the parent.
• Directors: Full name, date of birth, nationality, addresses and a personal code for each.
• People with significant control: Details and a personal code for each PSC.
• Company details: Name, registered office, registered email, SIC code, statement of capital and articles.

For a UK Branch

A certified copy of the constitution, the latest published accounts if the parent's home law requires them, certified English translations of anything not in English, the particulars of every director and the secretary, and the name and powers of each permanent representative. The form OS IN01 itself is signed on paper and posted with the £124 fee.

For the Bank

The certificate of incorporation or the UK registration, the group chart, a passport and proof of address for each owner above 25%, the parent's latest accounts, a short description of what the UK entity will do and where its first money comes from. See the full list of documents needed to open a business bank account.

Cost of Setting Up a Subsidiary Company in the UK in 2026

Our price for setting up a subsidiary company in the UK starts from €350, paid once, for a standard private company limited by shares. It includes the £100 Companies House fee, the structure advice, the name check, identity verification guidance, the model articles, the statement of capital, the PSC details, the filing and a bank-ready file, confirmed in writing before you pay. Branch registration, PLCs and regulated firms are quoted separately.

The table adds the running costs of the first 12 months for a simple foreign-owned subsidiary, with the branch filings shown for comparison.

UK Subsidiary and Branch Costs by Profile

The biggest swings come from staff, VAT and translations. A subsidiary with no UK employees and English-language parent documents sits at the low end. Read more: the cost of setting up a UK company.

How Long It Takes to Set Up in the UK as a Foreign Company

A UK subsidiary is usually registered within 24 hours of filing and ready with a bank account in about a week. A UK branch takes longer, because the form is posted on paper and the parent's constitution must be certified and often translated. The Department for Business and Trade puts a typical branch at about a month.

What Adds Days

Apostilles and certified translations, a director who has not verified their identity, and a parent extract that does not match the names on the group chart are the usual causes. Order the parent's documents on the first day, because they are the part you cannot speed up. For South Africa, companies setting up in the UK should add the exchange control step to the plan. Read how long it takes to register a UK company.

Tax and Filings for a UK Subsidiary or Branch

A UK subsidiary pays Corporation Tax on its own profits and files like any UK company. A branch pays Corporation Tax on the profits of the UK establishment and files the parent's accounts or UK-prepared accounts. Both register for VAT and PAYE when they pass the usual triggers.

Corporation Tax on a Subsidiary

A subsidiary pays 19% on profits up to £50,000 and 25% above £250,000, with marginal relief in between. Those limits are divided by one plus the number of associated companies, and that count includes group companies anywhere in the world. A UK subsidiary in a group of 4 companies has its £50,000 limit cut to £12,500 and its £250,000 limit cut to £62,500, so the 25% rate starts far sooner than most foreign groups expect.

Corporation Tax on a Branch

A foreign company is taxed in the UK on the profits of its UK branch. The lower rates in the Corporation Tax Act 2010 apply only to UK-resident companies, so a branch pays 25% unless a tax treaty's non-discrimination article gives it the lower rates. Where it does, the limits are worked out on the whole company's profits worldwide. HMRC must be told no later than 3 months after the first accounting period begins.

Transfer Pricing Between the Parent and the UK

Sales, services, loans and licences between the parent and the UK entity must be priced as if they were between unrelated businesses, under Part 4 of the Taxation (International and Other Provisions) Act 2010. Small and medium-sized groups are exempt in most cases, though not for deals with some non-treaty countries. Diverted Profits Tax ended for accounting periods starting after 31 December 2025, and its replacement, the unassessed transfer pricing profits charge, sits inside Corporation Tax at the normal rate plus 6%.

VAT Registration

A UK-established business registers for VAT once taxable turnover passes £90,000. A branch with its own staff and equipment in the UK counts as established. A foreign company with no UK establishment has no threshold at all and must register from its first taxable UK sale, as our guide to UK VAT registration for non-resident companies explains.

PAYE for UK Staff

A subsidiary with UK employees runs PAYE like any employer. HMRC treats a UK branch as a tax presence, so the branch must run PAYE for UK staff even when their pay comes from abroad. Register as an employer before the first payday, and no more than 2 months before it.

Accounts and Filing Deadlines

The branch rules follow the parent. If the parent publishes accounts at home, the same accounts are filed in the UK on form OS AA01 for £50 online or £110 on paper.

Business Banking for a UK Subsidiary or Branch

A foreign-owned company is one of the hardest profiles to bank on the UK high street. The owners live abroad, the shareholder is a company, and the business has no UK trading history. Our banking partners open accounts for foreign-owned UK companies in days, fully remotely.

For a group that moves money between the parent and the UK every month, the currency line matters more than the monthly fee. Read how to open a UK business bank account as a foreigner.

Why UK Banks Turn Down Foreign-Owned Companies

Starling needs every director with access and every PSC to be an individual living in the UK, so it takes no corporate shareholders. Mettle allows at most 2 PSCs, all individuals. Most high street banks want a UK-resident director, and a branch is harder still, because the account is opened in the foreign company's name. Read why banks reject business account applications.

The Faster Route Through Our Banking Partners

Our partners are licensed electronic money institutions that onboard foreign-owned companies and groups as normal business. We prepare the file with the group chart, the parent's documents and every owner's identity, so the application goes in complete. Read how to open a business bank account remotely.

UK vs Ireland, Cyprus and Malta for a Foreign Company

Foreign groups looking for a European base usually weigh the UK against Ireland, the EU's English-speaking trading hub, and against Cyprus and Malta, two EU members where English is widely used in business. We form companies in all four, so the choice turns on tax, EU access and running costs.

The UK is the cheapest and quickest of the four to set up and run. An EU company makes sense when the group needs EU customers, EU licences or an EU address on its contracts.

UK vs Ireland

An Irish company pays 12.5% on trading profit and sits inside the EU. It needs a company secretary and, if no director lives in the European Economic Area, a Section 137 bond. It suits groups whose customers are mainly in the EU. Read about overseas company formation in Ireland.

UK vs Cyprus

Cyprus charges a flat 15% on company profit from 1 January 2026 and gives an EU address at a lower setup price than Ireland. Every Cyprus company needs an audit, so it costs more to run each year than a small UK company. Read how to start a limited liability company in Cyprus.

UK vs Malta

Malta taxes company profit at 35%, then refunds six sevenths of that tax to shareholders after a dividend, which brings the effective rate to about 5% for non-resident shareholders. It needs €1,165 of share capital and an audit every year. Read how to start a limited liability company in Malta.

Who a UK Branch or Subsidiary Is Wrong For

A UK entity adds filings, tax returns and a bank relationship. In these cases, it adds cost without much benefit.

Companies Only Selling Into the UK From Abroad

A company that sells to UK customers online, with no UK office or staff, has no UK establishment and does not need a branch. It may still need UK VAT registration from its first UK sale, which is a tax registration, not a company.

Groups That Need an EU Base

If customers, investors or regulators need the contracting company to be in the EU, a UK subsidiary will not meet that need. Look at Ireland, Cyprus or Malta instead.

Short Projects With No UK Staff

A one-off contract of a few months, with staff who stay on the parent's payroll abroad, is often better run from the parent, as long as it does not create a permanent UK presence. Take tax advice on that point before the work starts.

Common Mistakes When Setting Up in the UK as a Foreign Company

Most problems come from the order of the steps or from treating a branch like a subsidiary. These are the mistakes we see most often.

Missing the One-Month Branch Deadline

The month runs from the day the UK establishment opens, not from the day someone remembers the form. Because OS IN01 is posted on paper with certified documents, start it before the office opens.

Assuming a Branch Gets the 19% Rate

The small profits rate and marginal relief are for UK-resident companies. A branch pays 25% unless a treaty gives it the lower rates, and then the limits are measured against the whole company's worldwide profits.

Letting an Unverified Director Act

Since 18 November 2025, an unverified director must not act for a UK establishment. Verify every director before the filing, and add verification to the checklist for new appointments.

Forgetting the Associated Company Rule

The Corporation Tax limits are divided across every associated company in the group, wherever it is resident. A UK subsidiary of a large group often pays 25% on almost all its profit.

Confusing a UK Branch With the Register of Overseas Entities

The Register of Overseas Entities, under the Economic Crime (Transparency and Enforcement) Act 2022, is for foreign entities that own UK land. It costs £250 online plus a £134 update statement each year, and it is separate from registering a UK establishment. A foreign company that buys a UK office may need both.

Opening the Bank Account Last

A foreign-owned company that forms first and looks for a bank later can wait weeks. Check which provider accepts your group before you file, so the account opens the week the company does. Our guide to setting up a company as a non-resident covers the same order for other countries.

Bottom Line

For most foreign companies, setting up a subsidiary company in the UK is the better route: it takes about a day, costs £100 at Companies House, keeps UK risks away from the parent and gets the 19% to 25% Corporation Tax rates. A branch suits a narrow set of cases and comes with a paper filing within one month, the 25% rate by default and accounts that follow the parent's home rules. Verify every director, plan for the associated company rule and line up the bank before you file. We form the subsidiary from €350 with the Companies House fee included, and prepare branch registrations for groups that need one. Read our UK company registration guide for the full picture.