Oversea companies

This note is a snapshot guide and should be read in conjunction with the relevant legalisation or subject to professional advice.

The current framework for overseas companies that operate their business in the UK accommodates two regimes, one for places of business and one for branches that are registered here. The Government has decided to move to a more straightforward, single regime to avoid confusion when it comes to registration. Responses to recent consultation warmly supported a single regime, under the general term ‘UK establishment’, which accommodates both the EU concept of branches and the wider concept of place of business.

Registration of a UK establishment

Within 1 month of opening a UK establishment, an overseas company must deliver to Companies House a completed application form for registration of an overseas company opening a UK establishment (Form OS IN01);

If the company is registering its first UK establishment, it must also deliver to Companies House:

  • a certified copy of the company’s constitutional documents (e.g. charter, statute, memorandum and articles of association  etc) with a certified translation in English if the original is in a language other than English;
  • a copy of the company’s latest set of accounts (with a certified translation in English if the original is in a language other than English) if:
    • they are required to be filed under parent law ; or
    • the company is incorporated in an EEA state and is required by its parent law to prepare and disclose accounts but its parent law does not require such accounts to be audited or delivered.

When an overseas company registers a further UK establishment, it is not required to again deliver these documents and may instead state in the return that they have been delivered in respect of another UK establishment (giving the registered number of that establishment).

You may register an overseas company using its corporate name (its name under the law of the country it is incorporated), or an alternative name under which it proposes to carry on business in the UK. Once such an alternative name is registered it is treated for UK legal purposes as a company’s corporate name.

There are a number of controls and restrictions which apply to your choice of name. For further guidance, please click here.

Documents of overseas companies to be sent to Companies House after registration

An overseas company should notify Companies House of any changes to the original information delivered for registration as and when changes occur. This includes changes to:

  • company information such as accounting requirements or the extent of the powers of directors or secretaries to represent a company;
  • UK establishment name, address or the business activities;
  • company constitution;
  • details of directors, secretaries or persons authorised to accept service or represent the company;
  • change of corporate or alternative name registered in the UK (see chapter 1, question 5).

An overseas company must deliver forms notifying the changes of particulars of the UK establishment to Companies House within 21 days of the change. In the case of a change affecting the overseas company in its parent state, the notifying form must be delivered within 21 days after the date on which notice of the alteration could have been received by post in the UK (if dispatched with due diligence). You can download the appropriate form from our website.

Accounting documents after registration

The accounting documents an overseas company must deliver will depend on whether the company is required to prepare and disclose accounting documents under parent law (the law of the country in which the company is incorporated) or not.

Companies required to prepare and disclose under parent law 

An EEA overseas company that is required to prepare, audit and disclose accounting documents and a non EEA company that is required to prepare, audit and disclose such documents, must, under parent law, deliver them to Companies House within 3 months from the date on which the document is required to be disclosed in accordance with its parent law.

Accounting documents will include the accounts of the company for a financial period; any annual report of the directors; any auditor’s report on the accounts and director’s report.

The accounting documents must be accompanied by a statement containing the following information;

  • the legislation under which the accounts have been prepared and, if applicable, audited;
  • whether the accounts have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) and the organisation which issued the principles;
  • whether the accounts have been audited and if so whether they were audited in accordance with Generally Accepted Auditing Standards and the organisation that issued them; and
  • if there has been no audit, whether the company is required to have its accounts audited.

A failure to deliver the accounting documents and accompanying statement to Companies House by the due date is a criminal offence committed by every person who was a director before the end of the 3 month delivery period.

Companies not required to prepare and disclose under parent law

Some overseas companies may not be required to prepare and disclose accounting documents under parent law.  However, the company still has a duty to prepare, sign and deliver accounts to Companies House. There are detailed requirements for such accounts in the Overseas Companies Regulations 2009 and these include the following;

  • calculation of a financial year (normally 12 months), accounting reference period and accounting reference date;
  • individual or group overseas company accounts must be prepared in accordance with the company’s parent law, (provided the content of such accounts meets the requirements set out  in the Overseas Companies Regulations 2009) or in accordance with international accounting standards (IAS) or the requirements detailed in the Overseas Companies Regulations 2009

the accounts must be approved by the board of directors and signed on behalf of the board by a director on the company’s balance sheet; and

the directors of the company must deliver accounts to Companies House within 13 months of the end of the relevant accounting reference period unless it is the company’s first accounting reference period and adapted rules apply.  Further information is included in the Overseas Companies Regulations 2009.

Registration of charges

All overseas companies that have registered at Companies House must register specified charges created by the company over property situated in the UK. Either the overseas company or the person taking the charge should send a form OS MG01 to Companies House with a certified copy of the instrument (if any) within 21 days of the charge being created with the registration fee.  Specified charges requiring registration include a charge on land or any interest in land; a charge created or evidenced by and instrument that would require registration as a bill of sale;

  • a charge for the purposes of securing any issue of debentures;
  • a charge on uncalled share capital of a company;
  • a charge on calls made but not paid;
  • a charge on book debts of a company;
  • a floating charge on the company’s property or undertaking;
  • a charge on a ship or aircraft, or any share in a ship;
  • a charge on goodwill or on any intellectual property.

Company information at its business premises

An overseas company that carries on business in the UK should continuously display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated continuously at:

  • every location in the UK at which it carries on business (unless it is primarily used for living accommodation or if the company’s activities are likely to attract violent objections);
  • the service address of every person resident in the UK authorised to accept service of document on behalf of the company;

The company must display the sign with its company name and country of incorporation:

  • in characters that can be read with the naked eye.
  • In such a way that visitors to that office, place or location may easily see it.
  • so that it can be seen at any time, i.e. not only during business hours;
  • continuously, but if the location is shared by six or more companies, each such company is only required to display its registered name for at least fifteen continuous seconds at least once in every three minutes.

Company information on its business communications and website

Every overseas company must include the company’s name in all forms of business correspondence and documentation used for carrying on business activities in the UK, whether in hard copy or electronic, including:

  • business letters, notices and other official publications;
  • business emails;
  • bills of exchange, promissory notes, endorsements and order forms;
  • cheques purporting to be signed by or on behalf of the company, order forms;
  • orders for money, goods or services purporting to be signed by or on behalf of the company;
  • bills of parcels, invoices and other demands for payments, receipts, and letters of credit;
  • applications for licenses to carry on a trade or activity, bills of parcel; and
  • websites;

An overseas company must also state the following particulars on all business letters, order forms and websites that are used in carrying on business in the UK:

  • the company’s country of incorporation;
  • the identity of the registry, if any, in which the company is registered in its country of incorporation;
  • if applicable, the number with which the company is registered in that registry;
  • the location of its head office;
  • the legal form of the company;
  • whether the liability of the members of the company is limited, whether the company is limited;
  • if applicable, whether the company is being wound up or is subject to other insolvency proceedings; and
  • if there is a reference to the amount of share capital on business letters, order forms or websites, the reference must be shown as paid up share capital.

The disclosure of all this information must be in characters that can be read with the naked eye.

If a company decides to include the name of a director or directors (other than in the text or as a signatory) on business letters it must disclose the names of all the directors. In the case of a body corporate or legal person, it must disclose its corporate or firm name.

The disclosure of this information must be in characters that can be read with the naked eye.

Procedures and requirements to the document 

Generally speaking, the procedures and requirements to the documents sent to Companies House are the same as for other types of companies. For further guidance please click here.
 

 
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