Are there any other details which have to be registered?
Company name
A-25 An oversea company that is subject to branch registration must notify the Registrar of its corporate name (ie the name by which it is registered in the country of its incorporation) when it establishes a branch in Great Britain. It may be that the corporate name of the company is not acceptable in this country or is permissible only with the approval of the Secretary of State for Trade and Industry.
A-26 Briefly, a name is not acceptable for use in this country if it is the same as a name already registered or if it includes certain specified words or expressions. Names requiring approval are set out in the Business Names Regulations 1981 (as amended). There are other rules affecting company names and full details are available in the Companies House Notes for Guidance Choosing a Name for Your Company, Business Names and Sensitive Words and Expressions.
A-27 If a company's name is unacceptable, notice may be served on the company to adopt a business name for its use in this country. The notice will be issued within twelve months of the date of the company's first registration or within twelve months of it notifying the Registrar of any change of name. The Secretary of State will give reasons why the name is unacceptable. A company which is being served with such a notice may then send in form 694(4)(a) giving the name, other than its corporate name, under which it proposes to carry on business in Great Britain.
A-28 A company cannot carry on business in Great Britain using its corporate name after two months (or any longer period specified in the notice) from the date on which such a notice is served.
Registration of charges
A-29 Currently the Companies Act 1985 requires an oversea company which has established a place of business in Great Britain to send details of certain charges to the Registrar. Registration of charges will remain on a company, not a branch basis, with reference to charges on the company's property. The details to be delivered are as follows:
(a)
(b)
(c)
흐흐
form 395 or form 410 (Scot) - particulars of a charge on property created by a company registered in England and Wales or registered in Scotland;
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form 400 or form 416 (Scot) - particulars of a mortgage or charge on property that has been acquired by a company registered in England and Wales, or that has been acquired by a company registered in Scotland;
form 397 or form 413 (Scot) - particulars for the registration of a charge to secure a series of debentures;
form 397a or form 413a (Scot) - particulars of an issue of secured debentures in a series;
(d)
(e)
form 403a or form 419a (Scot) - application for registration of a memorandum of satisfaction, in full or in part, of a mortgage or charge;
(f)
(g)
form 403b or form 419b (Scot) - application for registration of a memorandum of fact that part of the property or undertaking charged a) has been released from the charge; and b) no longer forms part of the company's property or undertaking; and
form 466 (Scot) - particulars of an instrument of alteration to a floating charge created by a company registered in Scotland.
4
Reminder: this wording encompasses branch.