days after the date on which notice could have been received in Great Britain if posted with due diligence. (See paragraph A-5 on how to deliver documents and particulars which relate to more than one branch.)
What information needs to be filed in respect of annual reports and accounts on registration?
A-14 The reports and accounts required to be delivered depend on whether or not the company in question is required, in its state of incorporation, to prepare, have audited and disclose its reports and accounts. Different rules apply to credit or financial institutions and these are explained in section C.
Disclosure required in state of incorporation
A-15 If the law of the state in which the oversea company is incorporated requires it to prepare, have audited and disclose3 accounts it must deliver for registration, with the other documents required to be delivered upon registration, copies of its latest accounting documents (with certified translations where appropriate) prepared and disclosed in accordance with that law. Where that law permits disclosure of accounts in a modified form, the accounts delivered in respect of that branch may be also be in a modified form.
A-16 As noted in paragraph A-5 above, the company need file copies of its accounting documents in respect of only one branch in the United Kingdom. In order to take advantage of this the company, when making returns in respect of other branches, must state where the accounting documents have or will be filed and the registration number of that branch.
Disclosure not required in state of incorporation
A-17 Where the company is not required to make public disclosure of its accounts in its state of incorporation it is required to prepare and deliver accounts in the same manner as a company subject to the place of business regime, ie as if it were one to which section 700 of the Companies Act 1985 applies. Briefly, the accounts that are to be filed are those prepared in accordance with the Oversea Companies (Accounts) (Modifications and Exemptions) Order 1990. Under this the accounts to be delivered do not need to be as detailed as those required if the company were incorporated in Great Britain, nor do they need to be audited. Directors' reports are not required nor is disclosure of details of directors' remuneration, loans, or similar transactions. A balance sheet and profit and loss account showing comparative figures for the previous year are required. Professional advice should be sought in preparation of the accounts if there is any doubt about what is required. If the accounts are in a language other than English they must be accompanied by a certified translation. The accounts must be delivered to the Registrar within 13 months of the accounting reference date which it is required to notify to the Registrar. The company may either notify the Registrar, within nine months of establishing a branch, of the accounting reference date it wishes to use or the anniversary of the end of the month of establishment will be imposed as the accounting reference date. This date may subsequently be changed. The Companies Act 1985 (as amended) requires a company to deliver copies of its accounts in respect of each branch which it has.
3
References to disclosure to public disclosure either in a register or gazette or equivalent provision. Laws requiring disclosure to shareholders alone are not laws requiring public disclosure. This is because both the Eleventh Directive and the Bank Branches Directive refer to disclosure of accounting documents "in accordance with Directives 78/660/EEC, 83/349/EEC and 84/253/EEC". All these Directives refer to the publication of documents in accordance with Article 3 of Directive 68/151/EEC which provides for public disclosure in a registry and by publication.