Germany, the Netherlands, Ireland, France and Belgium each define a branch differently, register it through different bodies, and tax it under different rules. Add in the post-Brexit reality that UK companies are now "third-country" entities, and the path gets more complicated.
Common pain points include choosing the right legal structure, navigating unfamiliar registration systems, and managing apostilles, translations and compliance from outside the EU.
This guide walks through structure options, the registration process, location selection, and ongoing compliance, with pointers on where firms like VJM Global fit into the picture.
Key Takeaways
- Treat each EU country as its own regime—registration and disclosure rules are national, not EU-wide
- The UK parent remains fully liable for branch debts; choose a subsidiary if you need liability ring-fencing
- Post-Brexit filings need apostilled documents, sworn translations and, in many states, a local representative
- Most UK branches land in Germany, the Netherlands, Ireland, France or Belgium
- Coordinating apostilles, translations and local filings early cuts delays and compliance risk
Branch, Subsidiary or Representative Office: Choosing the Right Structure
A branch office extends the UK parent company into the EU. It has no separate legal personality, meaning the parent bears full liability for its debts and contracts. In Germany, for example, an independent branch can transact independently, but the head office remains liable for those transactions.
A subsidiary, by contrast, is a separately incorporated local entity, such as a German GmbH or Dutch BV. It offers limited liability but demands its own capital and governance structure. A GmbH only becomes a separate legal person once it's entered into the Commercial Register.
A representative office suits companies wanting to test demand before committing. The Dutch authority is explicit here: a liaison office cannot trade, contract or earn revenue in the Netherlands. It's a listening post, not a sales channel.
| Structure | Legal status | Liability | Capital | Reporting |
|---|---|---|---|---|
| Branch | Not separate from parent | Parent fully liable | Financed by parent, no separate equity | Parent accounts often disclosed publicly |
| Subsidiary | Separate legal entity | Limited to shareholding | Requires own capital | Independent statutory accounts |
| Representative office | No trading rights | N/A (no contracts) | Minimal | Market research only |
Public filing is the catch many teams miss. Branch registration typically requires disclosing the parent's own financial statements publicly, which some UK companies aren't prepared for. Germany's HGB Section 325a, for instance, requires foreign head-office accounts to be filed, in German or an approved English form.
The right structure depends on your growth stage. A dependent branch suits a light-touch presence; an independent branch or subsidiary suits a company planning a permanent, credible foothold.
Step-by-Step Process to Register a Branch Office in an EU Country
Preparing and Legalising Documents
Since Brexit, UK companies are treated as third-country entities. That means your certificate of incorporation, articles of association and board resolutions need:
- FCDO apostille legalisation: the UK's Foreign, Commonwealth & Development Office attaches an apostille after verifying signatures, stamps or seals
- Certified or sworn translation into the local language: complete this after the apostille (Germany notes that translations required by its authorities cannot themselves be apostilled)
- Country-specific certification, such as Ireland's non-EEA Form F13 requirements for constitutional documents and latest accounts
Appointing a Local Representative
Requirements vary sharply by country:
- Ireland requires at least one person resident in the state to accept service and ensure compliance
- Netherlands accepts a non-resident official with legalised identification and foreign address evidence
- Belgium expects an authorised representative able to commit the branch to third parties
- France requires a manager or proxy for filing purposes
Trade Name and Registration
Germany's Firmenwahrheit principle requires the branch name to clearly reflect the parent company, without misleading statements (HGB Section 18). You'll then register with the relevant national body:
- Germany: Handelsregister (via notary)
- Netherlands: KVK, with an identification appointment
- Ireland: Companies Registration Office (CRO)
- Belgium: Crossroads Bank for Enterprises (CBE)
- France: Registre du Commerce et des Sociétés (RCS)
Realistic Timelines
Don't expect a universal turnaround figure. Ireland's CRO requires branch registration within one month of establishment. PwC's 2024 guide estimates roughly two weeks for a related incorporation process, but that figure is not a branch-registration timeline.
For Germany, the Netherlands, France and Belgium, published sources don't offer a reliable week-by-week benchmark. Build in buffer time for apostille queues, translation turnaround and registry queries.
Tax Registration Comes Second
Company registration and tax registration are separate steps. Once the branch is registered, you'll still need a local tax number and VAT ID before you can trade compliantly.
Choosing the Right EU Country for Your Branch
Location decisions typically hinge on:
- Proximity to customers and suppliers in your target sector
- Workforce availability and local skills base
- Ease of doing business and regulatory friction
- Corporate tax rates, though headline rates are only one factor in the full cost picture
Belgium, the Netherlands and Ireland are popular with UK companies partly because English is widely used in business settings, and rules around non-EU directors tend to be more accommodating.
2025 headline corporate tax rates illustrate the spread:
- Ireland: 12.5% on trading income (25% on non-trading income)
- Netherlands: 19% up to €200,000, 25.8% above that
- Germany: 15% corporation tax, plus trade tax
- France: 25% standard rate (15% on the first €42,500 for qualifying small companies)
- Belgium: 25%
These are statutory headline rates, not effective all-in costs. Model your branch's actual attributed profit and compliance overhead before assuming the lowest headline rate wins.
Compliance, Tax and Ongoing Obligations After Registration
Permanent Establishment and Tax
A branch is generally treated as a permanent establishment, triggering corporate income tax and VAT obligations in the host country. Ireland, for instance, taxes only the trading profits attributable to the Irish branch or agency, not the parent's global income.
UBO and Transparency Rules Vary by Country
- Netherlands: a foreign branch generally doesn't file UBO details domestically
- Ireland: a branch isn't incorporated locally, so it doesn't file with the RBO
- France: beneficial owners must be declared at registration, with changes filed within 30 days
- Belgium: branches typically sit outside the domestic UBO register, though this doesn't remove any obligation in the parent's home country
Annual Reporting
Expect to file the parent's accounts (translated where required) alongside the branch's own local filings. Belgium's National Bank requires filing within 30 days of approval and no later than seven months after year-end.
Hiring Local Staff
Employing people locally brings contracts, minimum wage rules and social security registration into play. VAT thresholds, wage-tax rules and social-insurance rates differ by host country, so this isn't a copy-paste exercise either.
Running tax, payroll and filings across several EU markets at once is where the workload multiplies. VJM Global provides entity formation, tax compliance and payroll support across 100+ countries. That includes Germany, the Netherlands and Ireland for VAT and corporate-tax registration, plus payroll with local wage-tax and social-insurance handling—so UK companies can stay compliant without building an in-house team in each market.
Common Challenges UK Companies Face When Expanding into Europe
Documentation is the biggest post-Brexit hurdle. UK public documents may need FCDO legalisation, receiving-country authentication, and local-language translation, all before you even reach the registry desk. Germany's rule that translations can't themselves be apostilled catches many first-time applicants off guard.
Cultural and procedural friction adds another layer:
- Local notaries, chambers of commerce and regulators each have their own expectations
- Language barriers slow down correspondence with tax offices and registrars
- Document formats accepted in one country may be rejected in another
Financial complexity compounds this. From a UK head office alone, teams often struggle with:
- Payroll run across different currencies and labour rules
- VAT returns filed under each country's regime
- Corporate tax filings that do not align to a single calendar or chart of accounts
Outsourced accounting and compliance partners absorb much of this load by translating local requirements into actions your finance team can execute.
Frequently Asked Questions
Can I set up a UK company from overseas?
Yes, non-UK residents can incorporate a UK company remotely via Companies House. This is different from registering a UK branch of an overseas company, which involves separate documentation and a different process entirely.
What is the difference between a branch and a subsidiary in Europe?
A branch has no separate legal personality, leaving the UK parent fully liable for its debts. A subsidiary is a distinct local entity with limited liability, but it requires its own capital and separate statutory reporting.
Do UK companies need a local representative to open a branch in the EU?
Most EU jurisdictions require an appointed local representative or authorised contact for official correspondence. Ireland's requirement is the strictest, mandating a resident person for service of documents.
How long does it take to register a branch office in an EU country?
Timelines vary by country and depend heavily on document legalisation and translation speed. Ireland requires registration within one month of establishment, but Germany, France, Belgium and the Netherlands don't publish a fixed end-to-end benchmark.
Does a UK branch in the EU pay tax in both countries?
A branch is usually treated as a permanent establishment, taxable in the host country on its attributed profits. The UK-host country double taxation treaty then determines how relief applies to avoid taxing the same profit twice.
Which EU countries are easiest for UK companies to set up a branch in?
Ireland, the Netherlands and Belgium are commonly cited as business-friendly, partly due to English-language business environments and clearer rules for non-EU directors. Each still has its own registration body and document requirements, though.
