Representatives of overseas businesses may apply for leave to enter with a view to establishing a commercial presence in the UK by operating a registered branch or wholly owned subsidiary company. Entry clearance will be granted for an initial period of three years, which may be extended for a further two years. Leave to enter or remain as the sole representative of an overseas business may lead to settlement after five years.
Paragraph 144 of the Immigration Rules sets out the requirements to be met by a person seeking leave to enter the UK as a sole representative:
- You must be a senior employee of a business which has its headquarters and principle please of business outside the UK;
- The company must not have a branch, subsidiary or other representative in the UK;
- You must have full authority to take operational decisions on behalf of the business;
- The branch or subsidiary in the UK must carry out the same business activities as the overseas business;
- You must not intend to take any other employment whilst in the UK;
- You are not a majority shareholder in the overseas business;
- You are able to maintain and accommodate yourself adequately without the need to rely on public funds; and
- You meet the English language requirement;
A sole representative is regarded by the UK Border Agency as a person who has worked for the overseas company for some time and holds a senior position. If you have recently been employed by the overseas company, the UK Border Agency will expect to see that you have held a senior role previously and that you have a good track record of establishing companies.
The UK Border Agency does not regard a sole representative as being an agent on behalf of a company, a personal assistant or secretary, or a sales representative. However, it is possible to be a sole representative where you hold a senior sales position, but also carry out other duties such as marketing and distribution.
In the event that the overseas company intends to send two representatives to the UK, it is not possible for entry clearance to be granted to both at the same time. One applicant will be able to apply as a sole representative and, once in the UK, it will be possible to sponsor the second applicant to join him or her in the UK under the Points Based System.
If you are a shareholder within the overseas company, provided you hold less than 50% in shares you will not be regarded as a ‘majority shareholder’ for the purposes of paragraph 114(iii)(c) of the Immigration Rules.
The UK Border Agency will need to assess whether the overseas parent company is a genuine commercial enterprise. In its assessment, the UK Border Agency will take into consideration turnover in order to show that the parent company is actively trading, its registered office which must be outside the UK, and the type of business which must be the same as the intended business in the UK.
The sole representative must intend to, and then, establish a branch or subsidiary in the UK in the same type of business operating overseas. The UK branch must register with Companies House within one month of opening.
However, a wholly-owned subsidiary is regarded as a separate corporate entity and does not have to register with Companies House as it is treated as the same way as any other company incorporated in the UK.
Terms of employment
The UK Border Agency will assess the work arrangements for the UK. Regard will be had to your contract of employment, job description, business plans and any other documents submitted which are relevant to the operation of the business.
It is expected that the sole representative will be based in the UK, and is expected to remain in the UK for at least 9 months each year. However, absences longer than 3 months are acceptable where such absences are essential for the running of the business. Whilst a sole representative is expected to work full-time, there are no set hours that they are required to work. What the UK Border Agency is concerned with is that you are being paid a full-time salary which is sufficient to support you and your dependents without the need to rely upon public funds.
In support of your application for entry clearance you must supply the following from your employer:
- Description of the company’s activities, including a description of assets and accounts and the share distribution for the previous year;
- A letter confirming that they intend to establish a wholly owned subsidiary or branch in the UK, carrying on similar business activities as the overseas company;
- Your job description, salary and contract of employment;
- A letter confirming that you are fully familiar with the company’s activities, you have full power to negotiate and take operational decisions without reference to the parent company;
- A notorised statement confirming:
- You will be the sole representative in the UK;
- The company has no other branch, subsidiary or representative in the UK;
- The company’s operations will remain overseas;
- You will not engage in business of their own, nor will you represent any other company’s interests.
English language requirementApplicants will need to demonstrate that they have sufficient command of the English language, unless they are a national of a majority English-speaking country. This can be evidenced by providing an appropriate test pass certificate, or holding an academic qualification that was taught in English and which UK NARIC considers to be equivalent to a UK Bachelor’s or Master’s Degree.
Extension of stay
If the UK Border Agency is satisfied that you meet the requirements of the Immigration Rules as a sole representative, you will be granted leave to enter the UK for a period of three years. After three years, you will be entitled to apply for an extension of stay and, if successful, will be granted leave to remain for a further two years. In order to qualify for an extension of stay, you must satisfy the UK Border Agency that you are still the sole representative in the UK for the overseas parent company, that the business is trading and you are able to maintain and accommodate yourself and any dependents without recourse to public funds.
Having had leave to remain in the UK as a sole representative for five years, you may make an application to the UK Border Agency for settlement.
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