SECTION A
THE BRANCH REGISTRATION REGIME
Reminder of which companies need to register under the branch regime
A-1 Every limited company, incorporated outside the United Kingdom (ie England and Wales, Scotland and Northern Ireland) and Gibraltar, which opens a branch in Great Britain is required to register here under the branch registration regime.
A-2 A branch will be a part of a company which is organised so as to conduct business on behalf of the company. This means that a person will be able to deal direct with the branch here, instead of with the company in its home state. It should be noted that the term "branch" is not used in the commonly understood sense of a local bank branch or an office branch at a single locality. Rather, it is used more in a sense closer to the concept of a subsidiary, although it will not be a separate corporate body. It may, however, operate from a number of locations within a common management structure.
A-3 The meaning of "branch", for registration purposes, brings it within the existing definition of place of business in the Companies Act 1985 and case law. But there remain categories of companies to be registered under the existing place of business regime. This is because every branch is a place of business but not every place of business is a branch. Because of this it is likely that most companies will require registration under the branch regime rather than under the residual place of business regime. The exceptions to this are unlimited companies and those limited companies incorporated in Northern Ireland or Gibraltar that cannot register under the branch regime, however large their operations in Great Britain.
Can a branch consist of more than one place of business?
A-4 Yes. The branch registration regime requires certain information to be filed in respect of each branch. If each location in Great Britain has its own separate management structure, with distinct reporting lines back to the parent company, then each of these locations must be registered in its own right as a branch. If, however, the locations of the company in Great Britain are linked within a uniform management structure, through which reports are made to the parent company, then all the locations, no matter how numerous, count as one branch and require only one registration. The registration must be made with the Registrar for the appropriate jurisdiction, according to the branch's principal place of business (eg its head or main office). The Eleventh Company Law Directive does not define branch. It is a concept of Community law whose meaning is ultimately to be determined by the European Court of Justice. The meaning of branch used in these Notes for Guidance is therefore taken from the judgement given by the European Court of Justice in Etablissements Somafer SA v Saar- Ferngas Ag case 33/78 [1979] 1 CMLR 490.
If there is more than one branch do I have to duplicate the filing of all the documents and particulars described in this section?
A-5 No. You may file the particulars about the company (except for the company name) by reference to the particulars filed in respect of another branch in the same part of Great Britain, providing that the particulars are up-to-date. There is space on form BRI (p5)(sée paragraph A-8) for this to be done. These particulars may also be altered by reference to the alterations filed in respect of another branch in the same part of Great Britain. Alterations should be made on forms BR3 and BR4 (see paragraph A-13) and there is space on them for this to be done. Notification of insolvency proceedings can also be done in this way on forms 703P(1), 703P(3), 703P(5), 703Q(1) and 703Q(2) (see paragraphs A-20 to A-24). The Registrar will then ensure that the information is made available in respect of each branch. However, in order to take advantage of this the company, when making returns