regime. The exceptions to this are those companies that fall under 6(a) and 6(b) below which, however large their operations here, cannot register under the branch regime. Further information about registering a branch is given in sections A and D.
Place of Business
6 The following companies are required to register under the place of business regime if they establish a place of business in Great Britain (they cannot register under the branch regime):
(a)
unlimited companies incorporated outside Great Britain';
(b)
companies incorporated in Northern Ireland or Gibraltar'; and
- (c)
limited companies, incorporated outside the United Kingdom, that do not have a branch in Northern Ireland and whose presence in Great Britain is not sufficient to fall under the branch registration regime, but is sufficient to fall within the place of business regime.
7 A place of business will not amount to a branch if the business carried on at that place is only ancillary or incidental to the company's business as a whole. Such incidental operations include. warehouse facilities or administrative offices for the company and internal data processing facilities. They also include a share transfer or registration office for the company. You should consider very carefully whether the activities carried on by the company here are in fact only ancillary or incidental, with the result that registration under the place of business regime will suffice. As indicated in paragraph 5 above, it is likely that most operations in Great Britain will fall within the branch registration regime. Further information about registering a place of business is given in sections B and
D.
Are there separate rules for credit or financial institutions?
8
Separate rules on the provision of accounting information apply to credit or financial institutions which open a branch2, whether or not they are required to be registered ie whether or not the credit institution is a company. For further details on this you should turn to section C.
What are the various requirements for each type of establishment?
9
(a)
section A describes the branch registration regime;
(b)
section B describes the place of business registration regime;
(c)
(d)
section C describes some different rules applicable to the disclosure of accounting information for credit and financial institutions; and
section D sets out some common provisions including how to change between the two regimes.
1
However large their operations.
2
The Bank Branches Directive, and thus the Companies Act 1985 (as amended), provides a narrower definition of branch for credit and financial institutions than the one used for the purposes of branch registration. The definition of branch, in relation to credit or financial institutions, is "a place of business that forms a legally dependent part of the institution and which conducts directly all or some of the operations inherent in its business”.