Article

Translating Company Documents for an Overseas Branch or Subsidiary

To open a branch or subsidiary abroad, a UK company usually needs certified Companies House documents, notarised board resolutions or powers of attorney, an apostille or legalisation for each, and a translation the foreign registry accepts. Companies House documents can only be apostilled if a Companies House official has signed them, so order certified copies, not downloads.

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Key takeaways

  1. Foreign registries usually ask a UK parent company for certified Companies House documents, its articles of association, and a board resolution or power of attorney authorising the new entity.
  2. To be apostilled, a Companies House document must carry the original signature of a British public official, so a downloaded PDF from the register is not enough.
  3. Companies House charges £22 for a standard certificate or certified copy, or £44 for incorporation documents, and aims to send them within 10 working days.
  4. A summary statement, previously called the good standing statement, can be added to a Companies House certificate if the company is up to date with its filings.
  5. Board resolutions and powers of attorney are private documents, so a UK notary must certify them before the FCDO can apostille them.

When a UK company opens a branch, registers a subsidiary or appoints a local representative abroad, the foreign registry wants proof that the parent company exists, who runs it, and that the people signing have authority. That proof starts in English, at Companies House and in your board minutes, and has to be authenticated and translated before it can be filed.

This article is for company secretaries, in-house lawyers and finance teams preparing that bundle. It covers which documents are usually requested, how to get them certified and apostilled, and how to plan the translation so the filing is not delayed. For the general rules on apostilles and translation, see our guide to apostille and translation for UK documents used abroad.

Which company documents do overseas registries usually ask for?

Most registries ask for the same core evidence, although the exact list is set by the destination country and sometimes by the local notary or registry office. Expect requests for:

  • Certificate of incorporation, showing the company's name, number and date of incorporation.
  • Articles of association, as filed at Companies House.
  • A certificate of current facts, such as directors, registered office and a summary statement of good standing.
  • A board resolution approving the branch or subsidiary, the capital contribution and the people authorised to act.
  • A power of attorney for a local lawyer, notary or manager to sign on the company's behalf.
  • Identity documents of directors or signatories, often as notarised copies.

Ask the local adviser for the list in writing, with the required format of each item: original, certified copy, notarised copy, apostilled, and translated by whom.

How do I get Companies House documents that can be apostilled?

Order certified documents from Companies House rather than downloading them. Companies House states that "To get a Companies House document legalised by the FCDO, it must have the original signature of a British public official", which means requesting a certified certificate or certified copy (Companies House guidance).

There are two kinds of document you can order:

  • A company certificate with certified facts. You can add directors' names and details, secretaries' names, the registered office address, the company's objects, and a summary statement.
  • A certified copy of a document held on the register, such as the articles of association.

What is the summary statement, previously the good standing statement?

The summary statement is wording added to a Companies House certificate that confirms the company's standing. Companies House explains that it "says that a company has been in continuous, unbroken existence since its incorporation and that no action is currently being taken to strike the company off the register." It is only issued if the company is up to date with its filings and meets director requirements, so check your filing status before ordering.

Certificates cannot include information on people with significant control, shareholders, shareholdings or the statement of capital. If the foreign registry wants shareholder details, you will need another document, such as a notarised copy of the company's register of members.

How much do Companies House certificates cost and how long do they take?

Companies House offers standard and express dispatch. According to its current guidance:

ServiceCertificate or certified copyIncorporation documentsTiming
Standard dispatch£22£44Aims to send within 10 working days
Express (same day)£65£130Order before 11am for same-day dispatch

Companies House notes that it is not responsible for later costs "such as courier or legalisation costs". The FCDO then charges £45 per document for a standard paper apostille, £35 for an e-Apostille, or £40 for its Next-Day paper service, which is available to registered businesses only (GOV.UK).

How are board resolutions and powers of attorney authenticated?

Board resolutions and powers of attorney are private documents, so a UK notary must certify them before they can be apostilled. GOV.UK lists "a power of attorney, a contract or a qualification certificate" among documents that can be legalised once certified by a UK public official such as a notary or solicitor.

Ask the notary in advance what evidence of the signatory's authority they need, and bring the certified Companies House documents to the appointment. If the destination country is not party to the Hague Apostille Convention, the apostille is followed by embassy legalisation; see apostille vs legalisation for how that chain works. For more on drafting and translating these instruments, read our article on translating a power of attorney for use abroad.

Should resolutions and powers of attorney be bilingual?

A bilingual, side-by-side document can save a step. If the English and target-language texts are prepared before signing, the notary certifies one document and the FCDO apostilles one notarial certificate. Check first whether the foreign registry accepts a bilingual document or insists on a translation by its own sworn translator.

Who should translate company documents for a foreign registry?

The foreign registry decides, and many civil-law registries require a sworn or authorised translator in their own country. In Germany, for example, Section 142(3) of the Code of Civil Procedure gives a certified translation by a state-authorised translator a presumption of being "richtig und vollständig", correct and complete (ZPO). Our comparison of sworn translators in six European countries explains the rules country by country.

Even when the filing translation must be made locally, a professional translation made earlier in the UK is often useful. It lets the board review the foreign articles, shareholder agreement or registry forms before signing, and it gives the local sworn translator agreed terminology to work from.

The same principle applies in reverse. When a foreign company registers a UK establishment, Companies House asks for a certified English translation of its constitution, as explained in our guide to using foreign documents in the UK.

How should a UK company plan the document bundle?

  1. Get the list from the local adviser, including the format and translation required for each document.
  2. Check the company's filing status so that Companies House can issue a summary statement.
  3. Order certified Companies House documents, using express dispatch if the timetable is tight.
  4. Draft the board resolution and power of attorney, ideally in bilingual form if the registry accepts it.
  5. Sign before a UK notary, with the certified Companies House documents to hand.
  6. Apostille every document through the FCDO, choosing e-Apostille where the recipient accepts it.
  7. Arrange the translation required by the registry, with a glossary for the company name, officer titles and legal terms.

Common mistakes with company documents for overseas filings

  • Sending downloaded PDFs from the Companies House register. They cannot be apostilled because they carry no official signature.
  • Translating the company name. A UK company's registered name stays as registered; only descriptive terms such as "private limited company" need explaining.
  • Letting documents go stale. Some registries only accept certificates issued within the last few months, so time the order close to filing.
  • Inconsistent terminology. "Director", "managing director" and "company secretary" map to different roles in different legal systems, so agree equivalents once and use them across every document.
  • Forgetting shareholder evidence. Companies House certificates cannot show shareholders, so prepare a separate document if the registry needs ownership details.

How TranslationWorks can help

TranslationWorks is a UK-based translation agency that translates corporate and legal documents, including articles of association, board resolutions, powers of attorney and shareholder agreements, using native-speaking linguists in 150+ languages. We have served 300+ companies and are ISO 9001 and ISO 27001 registered and Cyber Essentials certified, which matters when board papers and financial information are involved. Where a registry requires a sworn translation or an apostille, that step is completed under the destination country's rules. Our legal translation team works on corporate documents across languages. Tell us where the translation will be submitted and what format the authority requires, and we will confirm what we can provide in your free quote.

Setting up a branch or subsidiary abroad?

Tell us which registry will receive your company documents and what format it requires, and we will confirm what we can provide in your free quote.

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