When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with Companies House. For details on registration requirements, see Practice Note: Overseas companies with an establishment in the UK. The regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property. For further details on the register of overseas entities that own UK property established by the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022), see Practice Notes: Register of overseas entities that hold UK property—fundamentals and The beneficial ownership register of overseas entities that own UK property. This Practice Note summarises the requirements of an overseas company pursuant to the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs 2009) in relation to its winding up, liquidation or other insolvency proceedings and the closure of its UK establishment. This Practice Note should be read in conjunction

This Practice Note summarises the requirements under the Companies Act 2006 (CA 2006) and the Overseas Companies Regulations 2009 (OC Regs) for an overseas company to be registered in the United Kingdom (UK). In particular it considers the meaning of ‘establishment’, ‘branch’ and ‘place of business’ and sets out the procedure for the registration of a UK establishment. The regime for registration of an overseas company doing business in the UK is separate and distinct from the registration of overseas entities with an interest in UK property. When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with Companies House pursuant to the provisions of the CA 2006 and the OC Regs. This Practice Note should be read in conjunction with Practice Notes: Overseas companies in the UK—ongoing operation and Overseas companies in the UK—winding up, liquidation, insolvency and closure. Register of overseas entities holding property in the UK The regime for registration of an overseas company doing business in the

Matter to be considered or step to be taken Reference to relevant section of Companies Act 2006 (CA 2006) and/or other legislation Tick box when step complete or matter considered Preliminary considerations Has the overseas company opened an 'establishment' in the UK?An establishment is:—a branch within the meaning of the Eleventh Company Law Directive (meaning a place of business with an appearance of permanency, a management function and the ability to negotiate business with third parties without having to refer to the overseas company), or—a place of business, which must have a degree of physical permanence in the UK CA 2006, ss 1044–1059Overseas Companies Regulations 2009, SI 2009/1081 (OC Regs) If the overseas company is required to register a UK establishment, consider the name under which it will be registered. An overseas company may be registered under its corporate name or under an alternative name, subject to UK company name regulations. CA 2006, s 1047 If the overseas company is obliged

STOP PRESS: Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new rules governing public offers of securities and admissions to trading in the UK are principally set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM).  The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms are designed to simplify capital raising and significantly reduce the occasions when a company is required to publish an FCA approved prospectus for a further issue of shares. For full information on the changes see Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus regime in force prior to 19 January 2026. The UK has long been a popular destination for both UK and overseas companies looking to raise finance on a public securities market. Trading on

This Practice Note sets out the different regimes imposed on overseas companies regarding registration of security at Companies House. The applicable regime depends on when the security was created. In summary, from 1 October 2011 onwards, overseas companies have not been required to register security over UK assets at Companies House, though overseas companies with a UK establishment must still maintain an internal register of their charges and mortgages as part of their books and records. Additionally, overseas companies are required to be registered in the Register of Overseas Entities and provide details of their beneficial owners and managing officers if they acquired land in the UK on or after 1 January 1999. Acquisitions and certain dispositions, including granting security, will not be registered at the Land Registry if the Overseas entity is not included in the Register of Overseas Entities. For more information, see Practice Note: The register of overseas entities and its impact on loan transactions (Economic Crime (Transparency and Enforcement) Act 2022). Companies Acts requirements—different regimes imposed on overseas companies

CA 2006, s 1044 defines an 'overseas company' as any company incorporated outside the UK. Not every overseas company that carries on business in the UK is required to register its particulars with Companies House; the company will have to consider the CA 2006 and the Overseas Companies Regulations 2009 (SI 2009/1801) to determine whether registration is necessary. An overseas company has to be registered at Companies House if it opens an 'establishment' in the UK. An establishment is a branch within the meaning of the Eleventh Company Law Directive, or a place of business that is not such a branch.

STOP PRESS: Significant reforms to the UK prospectus regime came into force on 19 January 2026. The new rules governing public offers of securities and admissions to trading in the UK are principally set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM).  The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms are designed to simplify capital raising and significantly reduce the occasions when a company is required to publish an FCA approved prospectus for a further issue of shares. For full information on the changes see Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus regime in force prior to 19 January 2026. What are the purpose of selling restrictions? Investing in financial products, such as equity securities (eg shares), can be complex and the outlook of the investments may be uncertain, particularly for inexperienced investors.

This Practice Note looks at the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022) in the context of property transactions. For an overview of EC(TE)A 2022, see Practice Note: Register of overseas entities that hold UK property—fundamentals. The provisions of EC(TE)A 2022 relating to the creation of a register of overseas entities and the registration of overseas entities at Companies House came into force on 1 August 2022 and the provisions relating to land ownership and registration came into force on 5 September 2022. Further regulations specifying various matters under EC(TE)A 2022 (such as the definition of an ‘exempt’ overseas entity) are yet to be made. Overseas entities and qualifying estates Overseas entities which own a qualifying estate in land in England and Wales must comply with EC(TE)A 2022. For the purposes of EC(TE)A 2022, an overseas entity is a non-UK body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed. This could

This Practice Note looks at the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022) in the context of property transactions in Scotland. For an overview of EC(TE)A 2022, see Practice Note: Register of overseas entities that hold UK property—fundamentals. For EC(TE)A 2022 in the context of property transactions in England and Wales, see Practice Note: Overseas entities and land under the Economic Crime (Transparency and Enforcement) Act 2022—property registration and restrictions. The provisions of EC(TE)A 2022 relating to the creation of a register of overseas entities and the registration of overseas entities at Companies House came into force on 1 August 2022 and the provisions relating to land ownership and registration came into force on 5 September 2022. Further regulations specifying various matters under EC(TE)A 2022 (such as the definition of an ‘exempt’ overseas entity) are still awaited. Further requirements on overseas entities have been introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). Overseas entities and relevant interests in land Overseas

There is a wide range of structures that can be used to hold wealth; many use vehicles established outside the UK. This Practice Note discusses how the UK tax system treats foreign entities. Each tax must be considered separately. An entity may be considered a settlement for inheritance tax (IHT) purposes, but may not be settled property for capital gains tax (CGT) purposes. UK tax law categorises foreign entities as companies, trusts or partnerships. Companies are opaque, while partnerships are transparent. Trusts are subject to a separate regime. Classification of foreign entities: transparent or opaque In relation to a transparent entity, a member is regarded as being entitled to a share of the underlying profits and gains of the entity as they arise. A member of an opaque entity, however, is broadly only taxed on distributions made by the entity to the member: there is no ‘look through’ from the source of the underlying profits and gains to the member. UK legislation provides little guidance on whether a foreign entity is to be treated as transparent

A pension scheme is an overseas pension scheme if it is not a registered pension scheme but it is established in a country or territory outside the UK and satisfies the requirements in the Pension Schemes (Categories of Country and Requirements for Overseas Pension Schemes and Recognised Overseas Schemes) Regulations 2006 (SI 2006/206).

This is practice from an office outside England and Wales, except in the case of registered European lawyers where it is restricted to practice from an office in Scotland and Northern Ireland only.