Regulatory advice 3
Published 10 July 2025
How to register with the Office for Students
Published 10 July 2025
2. Eligibility
- A provider can only register with the Office for Students (OfS) if it is, or intends to become, an English higher education provider. We will consider three elements to determine whether an entity is an English higher education provider:
- It provides ‘higher education’.
- Its activities are ‘principally carried on in England’.
- It is an ‘institution’.
- More information about each of these elements is provided below.
- ‘Higher education’ is defined in the Higher Education and Research Act 2017 as a course of any description listed in Schedule 6 (as amended) to the Education Reform Act 1988.
- An English higher education provider is a provider whose activities are carried on, or principally carried on, in England. We interpret ‘principally carried on in England’ as meaning that you carry out more than 50 per cent of your activities in England. In assessing where your activities are carried on, we will take ‘activities’ to mean the activities that support the provision of higher education – including the delivery of teaching, designing of courses – rather than the learning. This means that it is the location of the provision, rather than the location of students, that is usually the defining factor. For distance learning provision that is not delivered live, the location from which the provision is designed, managed and/or assessed will be the relevant location.
- We can only register a provider if it is an institution providing higher education. To determine whether an entity is an institution for these purposes, we will consider the following principles:
- An institution is usually, but not necessarily, a distinct legal entity. This is therefore not a conclusive characteristic of an institution.
- An institution can consist of various component parts which together make up a single institution, even where each of the component parts could, or does, form a distinct legal entity.
- An institution must be able to demonstrate that it can satisfy the initial and ongoing conditions of registration in its own right. Normally, this means that an institution will have all of the following characteristics, which will persist over time:
- its own name and brand identity, which makes it clearly distinguishable from other institutions or entities, to provide transparency for both students and the general public
- a clearly distinguishable student body for whose teaching the institution is responsible
- its own distinct governance structure, governing body and set of governing documents
- it will not be under the control of another entity which is itself registered with the OfS or which has applied to be so registered
- its own separate, distinguishable finances that allow for the identification of the institution’s income and expenditure, balance sheet and cashflow
- it will have all these characteristics for legitimate business reasons, a primary or dominant purpose of which is not to enable the entity to be separately registered with the OfS.
- If a provider cannot demonstrate that it has all of these characteristics it is unlikely to meet the eligibility criteria for registration. If a provider satisfies the majority, but not all, of the characteristics, then the principles the OfS will consider to determine whether to make an exception , so that the provider is eligible, include but are not limited to:
- whether separate registration of the provider would provide greater transparency and benefit for students
- if the institution has historically existed, and for how long
- whether it appears that the institution is being established with a purpose of avoiding regulation, or elements of it
- how far registration of the provider would allow for regulatory alignment with other government departments or agencies.
- An entity (Entity A) will be under the control of another entity (Entity B) if any of the following applies:
- Entity B holds or is entitled to acquire a majority of the shares in Entity A
- Entity B holds or is entitled to acquire a majority of the voting rights in Entity A
- Entity B has or is entitled to acquire the right to appoint or remove a majority of the governing body of Entity A
- Entity B has or is entitled to acquire the right to exercise dominant influence over Entity A by virtue of provisions contained in either entity’s constitution or in a contract, memorandum of understanding or other document regulating the entity; such provisions may include, but are not limited to, the right to approve Entity A’s business or financial plan or budget
- Entity B has or is entitled to acquire the right to a share of more than half the assets in the event of a winding up or in any other circumstances, or of more than half the income or profits, of Entity A
- Entity A is operated for the primary benefit of Entity B
- both entities are in common or overlapping ownership or managed on a uniform basis or have a significant number of governors (or the equivalent) in common
- Entity B has or is entitled to acquire the power, by any other means, to secure that the affairs of Entity A are conducted in accordance with the wishes of Entity B.
- Where an entity is under the control of another entity, we expect that there will be transparency about the ownership, governance and financial viability and sustainability of the controlling entity to the extent that we will be able to gain the same assurance from the controlling entity as we could from any English entity subject to UK laws.
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