WORLDWIDE: UNITED KINGDOM: OVERSEA COMPANIES

NEEDS FOR REGISTRATION OF AN OVERSEA COMPANY IN THE UK
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:

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a branch; and

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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:

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they are from within the UK (Northern Ireland or Gibraltar); or

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they are not limited companies; or

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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.

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:

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places of business and

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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).

 
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