The court is to decide whether the directive applies if the principal is based overseas and the law of the contract is outside the European Union. Radcliffes' European Union service constantly monitors the outcome of agency cases before the European Court of Justice. An overseas corporation is largely free to structure its branch and arrange the branch's management however it thinks fit, subject to the legal requirements on the employment of foreign nationals and the filing and reporting requirements imposed by the Companies Act 1985. A 'place of business' has been widely interpreted by the courts. In one case it was a hotel room used occasionally for business purposes.
All documents filed are open to public inspection.
There are no special regulations applying to financing the UK branch of an overseas corporation. Since the branch and the overseas corporation are not legally separate entities, any borrowing by the branch from the overseas corporation has no UK tax consequences and any interest paid on such borrowing will not qualify for any UK tax relief. It is normal to use private companies as subsidiaries so the following information relates to private limited companies only. A UK company is a legal entity separate from its shareholders with its own rights and liabilities. Shareholders' liability for the company's debts is generally limited to the amounts unpaid on their shares.