SI 2009/1801 "The Overseas Companies Regulations" come into force on 1 October 2009. They replace the previous regime contained in Part 23 and Schedules 21A to D of the Companies Act 1985.

The new Regulations simplify the previous initial registration requirements for overseas companies that carry on business in the UK through a place of business by combining the previous "branch" and "place of business" regimes into a single regime for a "UK Establishment". The details that have to be registered with the Registrar of Companies within 1 month of opening a UK establishment are largely those that were applicable to opening a branch with the following additional requirements:

  • details where accounts are filed (if applicable)
  • if not EU registered, address and principal place of business in home country, objects of company and issued share capital.
  • country or state of usual residence of directors, the extent of their authority to represent the company and whether they can exercise those powers singly.
  • copy of latest accounts with a certified translation (if not in English)
  • if not incorporated within EU, the law under which the company was incorporated and its period end.
  • details of persons authorised to represent the company as permanent representatives, whether they are authorised to accept service, the extent of authority to represent the company and whether powers can be exercised alone.
  • details of business carried on

It is not expected that the above will result in much additional cost.

Where the Overseas Company is not required to publicly file accounts under the law of its parent state ("parent law"), it must file annual accounts at Companies House prepared in accordance with its parent law, IFRS or section 396 or 404 of Companies Act 2006 (depending on whether or not group accounts are required). Group Accounts will be required if they would be required if the company was a UK company except where accounts under parent law are filed and parent law does not require group accounts.

The accounts must be filed with the Registrar of Companies within 13 months after the end of the relevant accounting period. The normal penalties for late filing will apply.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.