“Supervise” Means “Run”: Court of Appeal clarifies the Representative of an Overseas Business route — skills, knowledge and ongoing supervision are required

Case: Secretary of State (Entry Clearance Officer) v Mostafa & Ors (R (on the application of))

Citation: [2025] EWCA Civ 1398

Court: Court of Appeal (Civil Division)

Date: 6 November 2025

Introduction

This appeal concerns the correct interpretation and application of Appendix Representative of an Overseas Business (Appendix “ROB”) of the Immigration Rules (HC 395 as amended). The First Respondent, a Bangladeshi national, applied for entry clearance as a Representative of an Overseas Business for Probhidi Apparel Ltd (“PAL”), a Bangladeshi garment exporter. The Entry Clearance Officer (“ECO”) refused the application following an interview, finding she did not meet the genuineness and capability requirements in ROB 5.2 and ROB 8.2. The Upper Tribunal (Immigration and Asylum Chamber) (“UT”) granted judicial review and quashed the decision, holding that the ECO had misunderstood the Rules by effectively demanding that the applicant demonstrate the ability to “run” — as opposed to merely “establish” — a UK branch and by asking “entrepreneur-style” questions.

The Secretary of State appealed. The central issues were: (i) how Appendix ROB is to be construed — in particular whether “supervise” (used in ROB 4.4(a)) is functionally equivalent to “run”; (ii) whether the ECO’s reliance on the applicant’s interview answers to refuse under ROB 8.2 (skills, experience, knowledge and authority for the role) was lawful; (iii) the procedural fairness of the interview and the adequacy of the ECO’s reasons; and (iv) the relationship between failures under ROB 8.2 and the genuineness bar in ROB 5.2.

Summary of the Judgment

The Court of Appeal allowed the Secretary of State’s appeal and reinstated the ECO’s refusal.
Appendix ROB must be construed purposively and in context. Read as a whole (including ROB 4.3, 4.4(a), 8.6 and the settlement provisions), the route requires not only “establishing” but also “supervising” a UK branch that actively trades. In this context “supervise” is the functional equivalent of “run”.
ROB 8.2 requires a Representative to have the skills, experience and knowledge necessary for the role of establishing and supervising the UK branch, including knowledge relevant to UK operations and market realities. The UT erred in holding the applicant only needed knowledge of the overseas business, not of the UK market/operations.
The ECO’s interview questioning (on location, pricing, market understanding, and operational planning) was relevant to ROB 8.2. A slip at the end of the interview referring to “entrepreneur” did not render the process unfair.
Once ROB 8.2 was not met, refusal under ROB 10.1 was mandatory. Although unnecessary, the Court observed it was also open to the ECO to find ROB 5.2 engaged on the facts.
There was no requirement in law for the ECO to put every adverse concern to the applicant in interview; the process was fair, and reasons were adequate.

The New Principle Explained

The Court articulates a clear interpretive principle for the Representative of an Overseas Business route:

“Supervise” in ROB 4.4(a), read with ROB 8.6 and the settlement provisions, requires post‑establishment oversight akin to “running” the branch. The Court confirms that using “run” to describe the role is not a legal error because, in this context, “supervise” is functionally synonymous with “run”.
Accordingly, an ECO may lawfully test for an applicant’s readiness to establish and supervise operations in the UK, including knowledge of the UK market, operational planning, pricing, location choice, customer relationships, and decision-making authority.

Factual Background

The Respondent applied on 27 March 2022 as PAL’s Representative. Following document review, she was interviewed (in English) via Microsoft Teams on 20 October 2022. Key answers included:

The business plan was “completed and prepared” by PAL management; she had not been involved.
No identified UK office location yet; management would decide, likely around central/north-west London.
No pricing/charging structure yet; this would be set after establishing the office and further market study.
The rationale for choosing the UK over Germany or France included an assertion that the UK was “nearer to Bangladesh” and had a smaller time difference (the ECO treated this as incorrect).
She described herself as a marketing manager with authority to make operational decisions, but deferred repeatedly to “management” for significant aspects of UK operational planning.

The ECO refused under ROB 5.2 and 8.2. Administrative review failed. The UT granted judicial review, finding the ECO had imported an impermissible “run the business” requirement and had conducted an “entrepreneur-geared” interview. The Court of Appeal disagreed.

Legal Framework and Construction

The Court reaffirmed that Immigration Rules:

Are statements of the Secretary of State’s administrative policy (not delegated legislation): Odelola v SSHD [2009] UKHL 25.
Are construed sensibly by their natural and ordinary meaning, avoiding strict statutory formalism: Mahad v ECO [2010] 1 WLR 48.
At the same time, general principles of statutory construction apply, including purposive interpretation and assessing the transaction “in the round” (especially in points-based provisions): Wang v SSHD [2023] 1 WLR 2125; Bloomsbury International v DEFRA [2011] 1 WLR.

The relevant Appendix ROB provisions include:

ROB 4.3–4.4(a): The applicant must intend to work full-time as the Representative and be a senior employee assigned to the UK “to establish and supervise” a branch/subsidiary that will actively trade in the same type of business as overseas.
ROB 5.2: Genuineness — the decision-maker must not have reasonable grounds to believe the UK branch is being established mainly so the applicant can obtain entry clearance/permission to stay.
ROB 8.2: The applicant must be a senior employee with the skills, experience, and knowledge necessary to undertake the role, with full authority to negotiate and take operational decisions on behalf of the overseas business.
ROB 8.6: For extensions (where permission was last granted as a Sole Representative), the applicant must have established the registered branch/subsidiary, be engaged in full-time employment, and must supervise the registered branch/subsidiary, with specified evidential requirements including proof of business generated since last grant.
ROB 10.1: If all suitability and eligibility requirements are not met, the application must be refused.
Settlement requirements (ROB 16, 16A): Over the qualifying period, the overseas business must have been active and trading outside the UK, and the applicant must have established and then supervised the registered branch/subsidiary while it actively traded, with evidence of sustained business generation and employer confirmation of supervision.

Detailed Analysis

1) Precedents Cited and Their Influence

Mahad v Entry Clearance Officer [2010] 1 WLR 48. The Court applied Mahad’s approach to construction: interpret Rules sensibly by their ordinary meaning as statements of policy, seeking objective intent from the words used and overall context. Mahad also warns against importing extra words not present in the text, but here the Court concluded that the ordinary meaning of the Appendix, read in context, already captured the ongoing operational role.
R (Wang) v SSHD [2023] 1 WLR 2125. The Court embraced Wang’s purposive, “in the round” assessment for points-based-like provisions. That approach justified reading early-stage eligibility (ROB 8.2) in the light of extension (ROB 8.6) and settlement provisions (ROB 16/16A), confirming that the role inherently includes ongoing supervision of active trading.
Bloomsbury International v DEFRA [2011] 1 WLR. The Court drew on Lord Mance’s emphasis that the statutory purpose and overall scheme are central. That underpinned its contextual reading of Appendix ROB to include ongoing operational oversight, not a “cut the ribbon and leave” model.
Odelola v SSHD [2009] 1 WLR 1230. Cited to confirm the legal character of Immigration Rules and to anchor the interpretive methodology.
Mushtaq [2015] UKUT 224 (IAC) and Anjum [2017] UKUT 406 (IAC). These procedural fairness authorities were invoked by the Respondent, but the Court’s resolution rendered them of limited assistance: no dishonesty allegation was made; the interview was fair; and there was no overarching duty to put every concern expressly given the nature of the Rules and the application process.

2) The Court’s Legal Reasoning

The Court’s reasoning proceeds in three linked steps.

Contextual construction of Appendix ROB. The Court rejected the UT’s narrow reading that focused on “establish” alone. By reading ROB 4.3 and 4.4(a) together with ROB 8.6 and the settlement provisions, the Court concluded:
- The role is full-time, involves establishing a branch that actively trades, and requires ongoing “supervision” of the branch post‑establishment.
- “Supervise”, in this scheme, is functionally equivalent to “run”; the distinction is mainly stylistic (employee of an overseas parent vs entrepreneur running their own business). Using “run” to describe the role is not a misdirection.
- It would be “absurd” to read the route as permitting a brief set‑up visit with immediate departure; the Rules’ extension and settlement architecture presuppose ongoing, trading activity under the Representative’s supervision.
Implications for ROB 8.2 (skills, experience, knowledge, authority).
- Because the Representative must establish and supervise the UK branch, ROB 8.2 necessarily demands competencies relevant to UK operations and market realities — not merely knowledge of the business overseas.
- Interview questions probing office location, pricing strategy, market research, competitor landscape, anticipated customer agreements, and the candidate’s authority and involvement in the business plan are relevant and necessary to assess ROB 8.2.
- On the facts, the ECO was entitled to take the Respondent’s answers at face value and to conclude that she lacked the necessary knowledge/skills. The “UK is nearer to Bangladesh than Germany/France” and time-difference assertions fairly undermined her claimed operational grasp.
Procedural fairness and reasons.
- The stray end-of-interview reference to assessing a “genuine entrepreneur” was a slip; it did not infect the process. The interview questions, read in context, related to Appendix ROB, not the Entrepreneur route.
- There was no public law duty to put every adverse point expressly to the applicant; she had notice of the Rules and control over material information. The interview was an opportunity to elaborate her case; brevity does not equate to unfairness.
- Given the adverse findings under ROB 8.2, ROB 10.1 mandated refusal; reasons identifying key interview answers sufficed. Although unnecessary to decide, the Court also found that ROB 5.2 could be engaged on the facts: a lack of requisite skills can lawfully ground a reasonable belief that a branch is being established mainly to obtain entry clearance.

3) Why the UT’s Approach Was Wrong

The UT misidentified the “role” as merely to “establish” and not to supervise/run — contrary to ROB 4.4(a), ROB 8.6, and the settlement provisions requiring active trading under continued supervision.
The UT’s reliance on the absence of the word “run” was overly literal; in context “supervise” is a practical synonym here. The route is a pathway to settlement, inconsistent with a short-term, purely initial set-up task.
By treating questions about pricing, location, and UK market knowledge as “entrepreneurial” and therefore irrelevant, the UT excluded precisely the topics that are necessary to assess ROB 8.2.
The UT regarded the interview as procedurally unfair and misdirected; the Court found the questioning appropriate and the isolated “entrepreneur” label inconsequential.

Impact and Implications

For the Representative of an Overseas Business route

Substantive standard raised (or clarified): Applicants must demonstrate readiness to establish and supervise a trading UK branch. Evidence and interview answers must reflect UK‑specific operational knowledge (location strategy, pricing, market demand, competitors, anticipated clients, and the applicant’s authority to act).
Authority and involvement: Statements that “management will decide” on core operational elements can undermine ROB 8.2 because the Rule requires “full authority to negotiate and take operational decisions”. Genuine, first-hand engagement with the business plan is important.
Genuineness (ROB 5.2) interaction: Failure on ROB 8.2 alone mandates refusal; however, a stark mismatch between the role’s demands and the applicant’s capability can also support a ROB 5.2 finding that the branch is being set up mainly to secure entry clearance.
Interviews: ECOs may properly probe UK market understanding. A single slip in labels (e.g., “entrepreneur”) will not invalidate an otherwise fair process.
Reason-giving: Citing specific interview answers that go to the core of ROB 8.2 suffices. Decision letters need not restate every answer or aspect of the interview.

Beyond this route

Interpretation methodology: The judgment reinforces purposive, contextual interpretation of the Immigration Rules, reading initial eligibility in light of extension/settlement provisions to identify the true role and required competencies.
Analogy to other business mobility routes: Where a route requires establishing UK operations under a sponsored role, decision-makers may scrutinize UK‑specific operational readiness and authority in a similar way.
Procedural fairness baseline: In Rules-based entry clearance decision-making, fairness generally requires a reasonable opportunity to present one’s case; there is no universal duty to put each adverse concern in interview, especially absent allegations of dishonesty.

Complex Concepts Simplified

“Establish” vs “Supervise/Run”: “Establish” means setting up the branch (company registration, initial contacts, infrastructure). “Supervise” means ongoing oversight of day-to-day operations to ensure the branch actively trades (generating business, managing client relationships, taking operational decisions). In this route, “supervise” is effectively the same as “run”.
ROB 8.2 (skills/experience/knowledge/authority): The applicant must be a senior employee who not only understands the overseas business but also can make real operational decisions in the UK — pricing, customer strategy, office location, staffing, and compliance — and must have authority to do so.
ROB 5.2 (genuineness bar): Even if the overseas business exists, the application fails if there are reasonable grounds to believe the UK branch is being created mainly to obtain entry clearance. A stark lack of capability may support such an inference.
Purposive construction: Courts interpret the Rules to achieve their underlying purpose. Here, because the route is a pathway to settlement and envisages extensions based on ongoing trading, the role necessarily includes continued operational oversight, not a transient setup exercise.
Interview relevance: Questions about pricing, market research, and location are used to test whether the applicant can actually run/supervise UK operations, which is central to ROB 8.2.

Practical Guidance for Applicants and Representatives

Engage personally with the business plan: Be ready to discuss its assumptions, strategy, and financials. Outsourcing the plan to “management” without involvement can be fatal.
Demonstrate authority: Show that you personally have authority to negotiate and take operational decisions in the UK. Letters of authority should be specific and consistent with interview answers.
Show UK market readiness: Prepare to answer questions on location rationale, pricing strategy, customer pipeline, competitor landscape, and operational timelines.
Evidence “supervision” from the outset: Even at entry clearance stage, explain how you will supervise operations so that the branch will actively trade and meet future extension and settlement requirements (e.g., targets for contracts, KPIs, staffing plan).
Be precise and accurate: Inaccurate assertions about basic matters (e.g., geography/time differences) can seriously damage credibility.

Conclusion

The Court of Appeal’s decision provides authoritative guidance on the Representative of an Overseas Business route. It clarifies that:

“Supervise” in Appendix ROB encompasses the practical running of the UK branch after establishment; it is not limited to an initial set‑up exercise.
ROB 8.2 requires an applicant to evidence UK‑relevant operational capability and authority; knowledge only of the overseas business is insufficient.
Interview questions probing UK market understanding, pricing, location, and operational decision‑making are legally apt. A mislabel (e.g., “entrepreneur”) does not vitiate an otherwise fair process.
Failure on ROB 8.2 obliges refusal under ROB 10.1; on appropriate facts, it may also support genuineness concerns under ROB 5.2.

By reaffirming purposive, contextual construction and insisting that early-stage eligibility be read alongside extension and settlement provisions, the Court sets a precedent that will shape decision‑making in business mobility cases. Applicants must be prepared to demonstrate not just a plan to open a UK branch, but the competence and authority to supervise — i.e., to run — a trading operation in the United Kingdom.