Registration of an overseas company is only required when it has some degree of physical presence in the UK (such as a place of business or branch) through which it carries on business.

The overseas company must submit Form OS IN01 to the Registrar of Companies with a fee for registering the UK Establishment. The form sets out the following information:

The official name of the company;
The country of incorporation;
The address of the establishment in the UK and overseas;
Details of the directors and secretaries including the extent of their authority to represent the company; and
Details of the person authorized to accept service of process on behalf of the company.

In addition, a certified copy of the company’s constitutional documents (e.g., charter, statute, memorandum and articles of association), with a certified translation in English if the original document is in another language is required to be submitted at the time of the registration.

The UK HMRC provides guidance (updated on 17 September 2024) on corporation tax registration requirements for non-UK resident companies and resident but non-UK incorporated companies. The guidance clarifies that a non-UK incorporated company is required to register for corporation tax even if it is not required to register with Companies House in the following cases:

Where the Non-UK Incorporated Company is a UK Resident

A non-UK incorporated company that is UK resident (see Sec.3.1.) is required to register for UK corporation tax. The link for registration can be accessed here.

Where the Non-resident Company is Trading through a Dependent Agent Permanent Establishment in the UK

A non-resident company must register for UK corporation tax even if the company has no physical establishment in the UK, but is trading in the UK through a dependent agent permanent establishment. The link for registration can be accessed here.

If the non-resident company has a physical presence in the UK in addition to a dependent agent permanent establishment, then the company is required to register with Companies House and will thereby be automatically registered for corporation tax.

A dependent agent is an agent who does business on behalf of a non-resident company in the UK and excludes anyone acting for the company as an agent of independent status.

Where the Non-resident Company Disposes of UK Property or Land

A non-resident company disposing of UK property or land is required to register for corporation tax if any of the following conditions are met:

The company is not registered with Companies House;
The company was previously registered for corporation tax but is currently dormant for corporation tax purposes; or
The company is a CIV and has not made either:

The link for registration can be accessed here.

However, the non-resident company is exempt from registration if any of the following conditions are met:

There is a no gain or no allowable loss transfer;
There is no gain from disposal because sales proceeds are equal to the acquisition cost;
Substantial shareholding exemption applies to a disposal;
The disposal is a grant of a lease for no premium; or
The disposal has an appropriate connection to a CIV and relief is provided under the terms of the relevant tax treaty.

A non-resident company merely holding an asset need not register for corporation tax in the UK, if there is no disposal or transfer of the asset.

Where the Non-resident Company is an Offshore Property Developer Dealing in or Developing UK Land or Property

A non-resident company dealing in or developing UK land is required to register for UK corporation tax if:

The company carries on a trade of dealing in or developing land in the UK;
The company holds the land in the UK as trading stock; or
The main purpose of acquiring or developing UK land was to realize a profit from disposing of the land.

The link for registration can be accessed here.

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