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Thinking about bringing your business to the UK? Whether you’re relocating from abroad or setting up a local branch, this blog breaks down your options to help you get started.
‘Re-domiciliation’ allows a company to move its place of incorporation from one country to another – all while keeping its legal identity. There are lots of benefits to this. For example, your company can relocate without needing to dissolve or re-incorporate (preserving its history and existing relationships). Sadly, the UK law doesn’t permit re-domiciliation yet. Instead, companies can:
The government do plan to introduce this regime in the UK (which should make things much simpler), but for the meantime we’ll discuss all the ways you can move your company over to the UK right now.
Setting up a subsidiary company is where you create a new UK company owned by your existing overseas business, making it the ‘parent company’.
This isn’t the same as operating through a different trading name. The subsidiary company is a separate legal entity that trades in the UK and has its own tax and reporting duties, but it’s your overseas company that controls it.
Setting up a subsidiary company isn’t just for overseas businesses looking to move over to the UK though. For example, many real estate firms will set up multiple subsidiaries to give each property separate liability. If one of the subsidiaries were to be sued, the parent company wouldn’t bear the liability. Speak with an accountant who can ensure your UK subsidiary company remains compliant!
The potential benefits to setting up a subsidiary include:
Setting up a UK branch of an existing business which already trades overseas is a little different to creating a subsidiary company, because it isn’t a separate legal entity to your business. It’s just your existing company extending itself to the UK.
This means the parent company is responsible for any debts or liabilities of the UK branch, and branches can use profits from the parent company to offset any losses.
To have a UK branch you need to register with Companies House within 1 month of opening and:
Many companies will be confused about which one to go with, so we’ve prepared a table for reference to help you make your decision, explaining the difference between the two!
UK Subsidiary | UK Branch | |
Registration | Incorporate a new UK company with its own registration number. Closure requires formal liquidation or strike-off process. | Register as an ‘Overseas Company with a UK Establishment’ at Companies House. Easy to close or withdraw. |
Reporting and compliance | Must file full UK statutory accounts. Might also be required to prepare audited accounts depending on income. Subject to UK company law. | Must file branch accounts (a UK-adapted version of parent’s accounts). Only local reporting required. |
Status and liability | A separate UK legal entity, so liability is limited to the subsidiary’s assets, protecting the parent company. | An extension of the overseas (parent) company – not a separate legal entity. Parent company is fully liable for all UK branch debts and obligations. |
Taxation | As a separate entity it pays UK Corporation Tax only on its own profits. Losses stay within the subsidiary and can’t be offset against parent’s profits, but profits can be distributed to the parent. | Any profits and losses are considered to be part of the parent company’s, and might be subject to UK tax. |
Perception and credibility | Seen as a UK company which can seem more credible for contracts, funding, and local business | May be seen as a ‘foreign presence’; may be less trusted by some UK clients or lenders |
Employment | Employees work for a UK employer (subsidiary) | Employees technically work for the parent company’s branch |
If you plan to move your business entirely to the UK, you can do this by:
This can be quite complex to do, but it can be worthwhile if you’re moving to the UK permanently. Make sure you speak to an accountant first for more guidance!
Yes – if your business involves selling online, you can use marketplaces (like eBay and Etsy), or you can launch a UK-focused website (for example with a .co.uk domain). But it is important to understand fees, and whether you’ll pay UK taxes (and how much) before you go full steam ahead.
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