Companies Act 2006 - Statutory Instruments
Overseas companies SIs
An overseas company is one that is established outside the UK but has a place of business or branch here. Such companies are
required to register particulars at Companies House.
The main statutory provisions are in Part 34 (sec1,044 to sec1059) of the Companies Act 2006.
This page contains the Statutory Instruments relating to overseas companies.
The Overseas Companies Regulations
These Regulations impose various registration and filing requirements on companies incorporated outside the United Kingdom ("overseas companies") that open an establishment, whether a place of business or a branch, in the United Kingdom. They replace Part 23 of, and Schedules 21A to 21D to, CA985 and the equivalent Northern Ireland provisions) which, amongst other things, implemented the Eleventh Company Law Directive (89/666/EEC) and the Bank Branches Directive (89/117/EEC).
Part 2 (regulations 3 to 11) requires an overseas company to register certain particulars and documents with the registrar of companies within one month of opening a UK establishment.
Part 3 (regulations 12 to 17) requires an overseas company to file details of any alterations to the particulars or documents registered under Part 2.
An overseas company is required (Part 4) to register particulars about the usual residential address of its directors and permanent representatives. Part 4 (regulations 18 to 29) and Schedules 1 to 3 implement CA 2006 sec1055, which requires provision to be made corresponding to sec 240 to sec246 of the Act (directors' residential addresses: protection from disclosure, and in the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214).
Part 5 concerns the delivery of accounting documents to the registrar by limited overseas companies that are not credit or financial institutions.
Chapter 2 (regulations 31 to 35) applies where the parent law of an overseas company requires the preparation and disclosure of accounts. In those cases the company must deliver to the registrar such accounts and accompanying reports (including any audit and directors' reports) that it files under its parent law. In certain circumstances specified in regulation 32, where an overseas company has more than one UK establishment it is not necessary for that company to file accounts in respect of each of its UK establishments. Regulation 33 also requires the company to notify the registrar of the legislation and accounting principles under which the accounts have been prepared.
Chapter 3 (regulations 36 to 42), together with Schedules 4 and 5, applies where the parent law of an overseas company does not require accounts to be prepared and disclosed. It applies to such companies, with modifications, certain provisions of Part 15 (accounting documents) of the Act. The Regulations set out the provisions of Part 15 that are applied as modified.
Part 6 (regulations 43 to 57), together with Schedules 6 and 7, concerns the delivery of accounting documents to the registrar by overseas credit or financial institutions. The structure mirrors Part 5 in that different provision is made for institutions required by parent law to prepare accounts and those not so required.
Part 7 (regulations 58 to 67) requires overseas companies carrying on business in the UK to make certain trading disclosures.
Under Part 8 (regulations 68 to 74) an overseas company with a UK establishment is required to notify the registrar if it is being wound up (regulation 69) or subject to insolvency proceedings (regulation 71) and the liquidator of such a company is likewise subject to filing obligations (regulation 70). Furthermore, an overseas company with a UK establishment must notify the registrar if a judicial factor is appointed (regulation 73).
Part 9 (regulations 75 to 77) contains miscellaneous provisions concerning service of documents (regulation 75), documents subject to Directive disclosure requirements (regulation 76), the duty to give notice of ceasing to have a registrable presence (regulation 77).
Part 10 (regulations 78 to 80) contain supplementary provisions: regulation 78 concerns the documents which may be drawn up and delivered to the registrar in a language other than English, on condition that they are accompanied by a certified translation into English. Those documents include the constitution and accounting documents delivered under these Regulations; revocation of the Oversea Companies and Credit and Financial Institutions (Branch Disclosure) Regulations 1992 (S.I. 1992/3179) which amended Part 23 of the 1985 Act so as to implement the two Directives mentioned in the first paragraph of this note (regulation 79); and transitional provisions and savings (regulation 80).
The Overseas Companies (Execution of Documents
and Registration of Charges) Regulations 2009/1917
Part 2 of the Regulations makes provision in respect of overseas companies for the application (with modifications) to such companies of provisions of the Companies Act 2006 relating to company contracts and the formalities of doing business under the law of England and Wales, Northern Ireland and Scotland. Regulation 4 applies sections 43 (company contracts), 44 (execution of documents), 46 (execution of deeds) of the Companies Act 2006 to overseas companies. Regulation 5 applies section 48 (execution of documents by companies) to overseas companies under the law of Scotland. Regulation 6 applies section 51 (pre-incorporation contracts) of the Companies Act 2006.
Part 3 of the Regulations makes provision for the registration of charges created by those overseas companies which have registered particulars with the registrar of companies under section 1046 CA 2006. Regulations 8 to 13 provide for the type of charge granted by an overseas company over property situated in the United Kingdom and the particulars of the charge which must be delivered to the registrar for registration. Regulation 12 specifies the period in which the particulars must be registered, and regulation 27 provides for translations into English where the document creating the charge is not drawn up in English. Regulations 14 to 17 make particular provision for the registration of debentures. Regulation 19 provides for the consequences of the failure to register such charges.
Regulation 18 requires the registrar to maintain a register of charges required to registered under these Regulations. Regulations 20, 21 and 22 require the notification to the registrar of the appointment of receivers or managers over the property the subject of the charge, of any memorandum of satisfaction and release, and of a court order for rectification of the register.
Regulations 23 to 26 provide that the overseas company must make copies of registered charges available for inspection and must maintain a register of charges that is available for inspection.
Regulation 28 makes transitional provisions.
This important change to the UK law on overseas oompanies repeals the requirement for such companies to register at Companies House any charge registered on property owned by such a company in the UK. The Regulations apply to overseas companies as defined in CA 2006 sec1044. The Regulations amend the Companies (Execution of Documents and Registration of Charges) Regulations 2009.