Registration of an oversea company

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 Companies House.

However, 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 overseas 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

Registration of a Branch

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

• Completed Form BR1;
• A certified copy of the company's constitutional documents (Charter, statute, operating agreement, etc); Constitutional documents and accounts must be in their original language but documents not in English must be accompanied by a certified translation into English. You should note that the certification of the constitution must be made in the country of incorporation.
• A copy of the latest set of audited accounts required to be published by parent law;

Registration of a Place of Business

A place of business registration is submitted on Form 691 together with the memorandum and articles processed during company formation and the fee.

For both types of registration, the memorandum and articles of association (their foreign equivalents) must be certified as true and correct. They should be in their native language and where this is not in English, a copy which has been translated should also be presented.

The translated version should contain a certification that they accurately represent the original foreign documents.

Key Facts about a UK Branch or place of Business

Name: You must initially register the company in its corporate name, but thereafter the company becomes subject to the same restrictions on company names as British companies. Briefly this means that a name is unacceptable if it is the 'same as' a name already on the register or contains certain sensitive words or expressions which cannot be justified.

If a company name is unacceptable, the Secretary of State will order the company to adopt an acceptable business name for use in Great Britain. The order will specify a period during which the company must register the change of name. The company will be unable to conduct business in Great Britain in its corporate name once the period stated in the notice has expired.

Filing and disclosure requirements for a UK Branch

You should notify Companies House on the prescribed form of any changes to the original information filed within 21 days of such chnage. The forms required are:

• Form BR2 - Changes to the constitutional documents of an oversea company.
• Form BR3 - Changes to the company details, including the name (a fee of £10 is payable), legal form, accounting requirements, head office address, objects, share capital and governing law.
• Form BR4 - Changes of director or secretary or of their particulars.
• Form BR5 - Change in details of the branch, including its business name, address and the nature of the business.
• Form BR6 - Change of person authorised to accept service or to represent the company in the business of the branch, or of their particulars.
• Form BR7 - Change of branch against which the constitutional documents and accounts of the company are registered.
• Form 225 - Change of accounting reference date of a company subject to filing accounts under section 700 of the Companies Act 1985. (see question 5)

Accounting Requirements: 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 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 (the date in each year to which the accounts are to be made up), 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 to the branch. Where the accounting period is the oversea company's first and is a period longer than 12 months the Section 700 Accounts musts be filed within 13 months of the first anniversary of the date of establishing a branch in Great Britain. Section 700 Accounts consist 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. A filing fee is payable on filing each set of accounts.

Details to be shown on company stationery and displayed: A oversea company must exhibit at every place where it carries on business in Great Britain the company's name and the country in which it is incorporated. A company which registers a place of business must state on all letter paper, bill heads, invoices and other official publications of the company:

• the company's name and country of incorporation; and 
• that the liability of the members is limited, if this is the case.

A company which registers a branch must, in addition to the above, show on all letter paper and order forms used for the business of the branch:

• the place of registration and registration number of the branch.

Additionally, every company which registers a branch and is from outside the EEA, must also show:

• the identity of the registry and, if applicable, the registration number in its parent state;
• the legal form of the company;
• the location of its head office; and
• if applicable, that fact that the company is being wound up.

Filing and Disclosure Requirements for a place of Business.

Filing Requirements with Respect to Changes :  Form 692 (1) (a) - Changes to the constitutional documents of an oversea company. Form 692 (1) (b) - Changes of the directors or secretary, or of their particulars. Form 692(1) (c) - Changes of the person authorised to accept service of process on behalf of the oversea company, or of their particulars. Form 692 (2) - Change of corporate name of an oversea company. Form 225 - Change of the accounting reference date of an oversea company.

What if my activities in Great Britain increase or decrease?

If the activities of a limited company that registers a place of business change to the extent that it now qualifies as a branch, it must register as such by delivering a completed Form BR1 to Companies House with the registration fee. In such cases, if the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.

Similarly, if a branch of an oversea company changes to the extent that it only qualifies as a place of business then it must re-register as such by delivering a completed Form 691 together with the registration fee. If the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.

On conversion of a branch to a place of business, any establishment in another part of the United Kingdom, for example, Northern Ireland, included under the original branch registration must be registered as a place of business.

On conversion of a place of business to a branch, any registered place of business in another part of the United Kingdom must either terminate its registration by having its public file 'closed', or it must be re-registered as a branch. A company cannot have both a place of business registration and a branch registration in the UK at the same time. A branch registration will take precedence over a place of business registration(s).

What if my company ends its activities in Great Britain?

If a company closes a place of business or a branch in Great Britain, it must give notice to this effect by delivering a letter signed by an officer or authorised person of the company to Companies House. All obligations of the company to deliver documents to Companies House cease from the date of receipt of the notice.

If a company closes its only branch in Great Britain then the company's public file will be 'closed'. If it is not the only branch, but was originally the principal branch, then Form BR7 must be delivered to notify Companies House of the branch at which the constitutional documents are kept.