New provisions relating to the registration of charges or
mortgages created by overseas companies came into effect on 1
Under the Overseas Companies (Execution of Documents and
Registration of Charges) (Amendment) Regulations 2011, overseas
companies will no longer need to register charges or mortgages made
against property in England & Wales at Companies House.
What is an overseas company?
The term 'overseas company' refers to any company which
is incorporated outside the United Kingdom. So for example the term
would include a company incorporated in Jersey or Guernsey.
However, it would exclude companies incorporated in Scotland or in
The Slavenburg Register
The Slavenburg system was introduced by the Companies Act 1985
to clarify the position for overseas companies following the case
of Slavenburg's Bank NV v Intercontinental Natural
The Companies Act 1985 required that overseas companies provided
details of charges over assets situated in England and Wales to
Companies House within 21 days of creation. These details were then
placed on the "Slavenburg Register" which was a public
register. The register was aimed to prevent charges becoming voice
against a liquidator, administrator or creditor of the company.
Changes in the law
The first change took place in 2009 when new regulations were
introduced requiring that only companies with an established place
of business in England & Wales would need to register charges
granted over UK asset at Companies House. Under that regime,
companies without an established place of business would not be
able to register a charge at Companies House.
The new rules mean that with effect from 1 October 2011, there
is no longer any requirement for overseas companies to register the
charge at Companies House. However, if an overseas company has an
established place of business in the UK then it will be required to
keep a register of charges available for inspection. Charges
created on or after 1 October 2011 must be entered into that
register within 21 days of creation with a copy of the charge
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