Registration of Oversea Companies in the United Kingdom

The fact that an oversea company is carrying on business in Great Britain does not automatically mean that the company has to register. However, the Companies Act 1985 requires every oversea company which establishes some type of place of business in Great Britain to deliver certain documents to the Companies House.

An oversea company needs to also register if it habitually conducts business from a particular location in Great Britain even if there is no physical sign of the company's connection with it.

Registration is not required if there is no physical location in Great Britain. For example, an independent agent who conducts business on behalf of the company is not a place of business of an oversea company; neither is an occasional location such as a hotel where a director may conduct business during periodic visits to this country. Other types of commercial enterprises (for instance partnerships, limited partnerships, unincorporated bodies or government agencies) cannot register in Great Britain as an oversea company.

DIFFERENT REGIMES FOR REGISTRATION

There are two regimes for registration in Great Britain. These are:

1. a branch; and
2. a place of business.

A branch is part of an oversea limited company organised to conduct business through local representatives in Great Britain rather than referring it abroad.

A place of business is for companies who cannot register as a branch because:

1. they are from within the UK (Northern Ireland or Gibraltar); or
2. they are not limited companies; or
3. their activities in Great Britain are not sufficient to define it as a branch. Such activities might include internal computer processing, warehousing, or simply a representative office.

BRANCH REGISTRATION

Within one month of establishing a branch in Great Britain you must deliver to the Registrar of Companies:

1. completed Form BR1;
2. a certified copy of the company's constitutional documents (Charter, statute, operating agreement, etc);
3. a copy of the latest set of audited accounts required to be published by parent law; and
4. the current registration fee.

The Companies House provides a premium service registration on the same day as they receive the documents, if they are hand delivered to the Cardiff office before 3pm. Posted applications cannot be given the same guarantee.

PLACE OF BUSINESS REGISTRATION

Within one month of establishing a place of business in Great Britain you must deliver to the Registrar of Companies:

1. completed Form 691;
2. a certified copy (see question 3) of the company's constitutional documents (Charter, statute, operating agreement, etc); and
3. the current registration fee.

A premium ‘same-day registration’ service is available, as at question 1 above.

PUBLICATION OF ACCOUNTS

Branches of oversea companies whose parent law requires the publication of accounts which have been audited must deliver a copy of those accounts (together with a certified translation if necessary within three months of public disclosure. This applies to all companies from European Economic Area (EEA) member States even where a company is categorised as 'small' and allowed to deliver modified accounts, even to the extent of them being unaudited.

All:

1. places of business and
2. branches of oversea companies whose parent law does not require the publication of audited accounts

   - must, within 13 months of a company's accounting reference date , deliver accounts to Companies House that comply with section 700 of the Companies Act 1985 (as amended by Statutory Instrument 1990 No. 440). Such accounts are known as 'Section 700 Accounts' and must relate to the company and not solely of the place to business or branch.

An annual document-processing fee should be sent with each set of accounts.

A company subject to section 700 of the Companies Act 1985 is required to prepare accounts consisting of, as a minimum, a balance sheet and profit and loss account, with a minimum of notes. No directors' or auditors' report is required, neither are details of directors' emoluments or pension contributions (which are excluded by virtue of the dis-application of section 232 and schedule 6 of the Companies Act 1985 by virtue of the schedule to SI 1990/440).

SPECIAL ACCOUNTING RULES FOR CREDIT AND FINANCIAL INSTITUTIONS

‘Financial institution’ is given meaning in the Companies Act 1985 (as amended) by reference to Article 1 of the Bank Branches Directive (89/117/EEC). This Article does not provide a definition itself but instead refers to other directives. Our interpretation is that a financial institution must be:

 
(a) a limited company: and

 
(b) if incorporated in a Member state, be required to file in its home state accounts under the relevant national legislation implementing the Bank Accounts Directive (86/635/EEC) rather than the fourth Directive (78/660/EEC); or

 
(c) if incorporated outside the EEA, and not being a credit institution, it undertakes one or more of these activities:

1. Ancillary banking services (defined as ‘an undertaking the principal activity of which consists of owning and managing property, managing data processing services or other similar activity which is ancillary to the principal activity of one or more credit institutions’)
2. lending (including, inter alia consumer credit, mortgage credit, factoring, with or without recourse, financing of commercial transactions (including forfeiting));
3. financial leasing;
4. money transmission services;
5. issuing and administering means of payment (eg credit cards, travellers’ cheques and bankers’ drafts);
6. guarantees and commitments;
7. trading for own account of for account of customers in:

   * money market instruments (cheques, bills, CD’s, etc);
   * foreign exchange;
   * financial futures and options;
   * exchange and interest rate instruments;
   * transferable securities;
   * participation in securities issues and the provisions of services related to such issues;
   * advice to undertakings on capital structure, industrial strategy and related questions and advice and services relating to mergers and the purchase of undertakings;
   * money broking;

8. portfolio management and advice;
9. safekeeping and administration of securities.

TO PLACE AN ORDER

To order: Tel: 020 7 439 3400 (From UK); + 44 207 439 3400 (International)