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The short answer
A Nigerian company that opens a place of business or branch in the UK must register it with Companies House as an overseas company within one month of opening, filing form OS IN01 with a £124 fee and a certified copy of its constitution with a certified English translation if needed. The alternative is a separate UK subsidiary, which is a UK company in its own right.
When a Nigerian company needs to register in the UK
Companies House guidance on overseas companies (updated 25 September 2026) defines a UK establishment as "a place of business or branch of an overseas company in the UK". It says independent agents and occasional locations such as hotels do not count. If your Lagos-registered company sells to UK customers from Nigeria, uses an independent UK distributor, or holds meetings in a hotel, that alone is not a UK establishment. Renting an office, putting staff on the ground or trading from a UK address usually is.
Registration is due within one month of the establishment opening. It applies to the Nigerian company itself; it does not create a new legal person in the UK.
Branch or subsidiary
| UK establishment (branch) | UK subsidiary | |
|---|---|---|
| Legal person | The Nigerian company itself | A new UK limited company owned by the Nigerian company |
| Registration | OS IN01, £124, within one month of opening | Ordinary UK incorporation |
| Accounts filed | Parent company accounts (see below) | The subsidiary's own accounts |
| Liability | The Nigerian company is directly exposed | Usually limited to the subsidiary |
| Banks and clients | Some prefer to deal with a UK company | Looks like any UK company |
Many Nigerian founders choose a subsidiary because UK banks and corporate clients are used to dealing with UK companies, and because it keeps UK liabilities inside a UK entity. The steps are in registering a UK subsidiary of a Nigerian company. A branch can make sense for a short project, or where the parent wants contracts in its own name.
What you file to register a branch
- Form OS IN01 with the £124 filing fee. Companies House rejects applications without the correct fee.
- A certified copy of the company's constitutional documents (for a Nigerian company, its memorandum and articles from the Corporate Affairs Commission), with a certified English translation where needed.
- The latest set of accounts, if Nigerian law requires the company to prepare them, and, where the parent law requires audit and disclosure, the latest accounts disclosed as at the opening date.
- Details of directors, the secretary, persons authorised to represent the company, and a person resident in the UK authorised to accept service, with the extent of their powers and whether they act alone or jointly.
The guidance says directors must verify their identity, confirmed on form OS VS01 by the anniversary of the UK establishment's opening date. Our guide to identity verification for Nigerian directors covers how that works from abroad.
Names
The branch can register under the company's corporate name or an alternative name, subject to the usual restrictions on offensive names, sensitive words, same-as names and so on. Changing it later uses form OS NM01, with a £30 fee.
After registration: accounts and changes
- Accounts. A company required to prepare, audit and disclose accounts under its home law must file them within 3 months of the date it must disclose them there, using form OS AA01. Other overseas companies have an accounting reference date set from the establishment date and file within 13 months of the end of each period. Filing fees: £50 online or £110 by post.
- Changes at the branch (address, nature of business, name) go on form OS CH01 within 21 days.
- Changes at the parent (name, legal form, registered office, objects, share capital and others) go on form OS CH02 within 21 days after the notice could have been received in the UK by post.
- Display. Show a sign with the company name and country of incorporation at each UK business location, and put the name on correspondence, emails and websites, with the country of incorporation, head office, legal form and limited liability status.
Tax: the branch is taxed in the UK, the company in Nigeria
Under Article 7 of the UK-Nigeria double taxation agreement, the UK can tax the profits attributable to a permanent establishment in the UK, and Article 5 lists a branch and an office as examples. Nigeria, for its part, taxes Nigerian companies on worldwide income; KPMG Nigeria describes Companies Income Tax at 30% on worldwide income for a Nigerian company, with foreign tax credits under section 119(1) of the Nigeria Tax Act as relief. So the branch profits are in both tax nets, with a credit to soften it. A subsidiary changes the shape: the UK company pays UK tax on its own profits and the Nigerian parent deals with any dividends it receives.
Worked example
Example: a Lagos logistics company opens a two-desk office in Birmingham on 1 March. It must file OS IN01 by 1 April with £124, its certified CAC constitution and the name of a UK resident who will accept service. If it later moves desks to Manchester, it files OS CH01 within 21 days.
Where Pryme fits
A Nigerian company can hold a Pryme Business Account with naira and pound details in one place, so a new UK branch can be paid locally in pounds while head office costs are paid in naira. Business Swap converts only when you choose, showing the rate and fee first. See business multicurrency accounts.
Questions people ask
Does a Nigerian company need to register in the UK?
Only if it opens a UK establishment: a place of business or branch. Independent agents and occasional locations such as hotels do not count, according to Companies House.
How much does it cost to register an overseas company in the UK?
Form OS IN01 costs £124 according to Companies House guidance updated 25 September 2026.
What is the deadline to register a UK branch?
Within one month of opening the UK establishment.
Is a branch or subsidiary better for a Nigerian company?
It depends on liability, banking and tax. A subsidiary is a separate UK company; a branch is the Nigerian company itself operating in the UK.
Sources
- GOV.UK / Companies House: Overseas companies registered in the UK (updated 25 Sep 2026) · accessed Oct 2026
- GOV.UK: 1987 UK-Nigeria double taxation agreement, in force · accessed Oct 2026
- Mondaq (KPMG Nigeria): Place of effective management and control under the Nigeria Tax Act (23 Jan 2026) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.