SECTION B
THE PLACE OF BUSINESS REGISTRATION REGIME
Reminder of which companies need to register under the place of business regime
B-1
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 Gibraltar3; 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.
B-2 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 company's share transfer or registration office.
Where should documents be delivered under the place of business regime?
B-3 If the oversea company has established a place of business in England and Wales the documents described below must be delivered to the Registrar at Companies House, Cardiff. Where the company has established a place of business in Scotland the documents must be delivered to the Registrar at Companies House, Edinburgh. Where a company has a place of business in both parts of Great Britain, the documents are required to be delivered to both Registrars. The addresses of the Registrars are given in section D.
Which particulars need to be registered under the place of business regime?
B-4
An oversea company that is subject to the place of business regime must, within one month of establishing that place of business, deliver to the Registrar of Companies the following particulars and documents:
(a)
form 691 - which includes:
(i)
details of the company's directors and secretary(ies);
(ii)
details of the name and address of persons authorised to accept delivery of documents on the company's behalf;
(iii)
B-5
(b)
a statutory declaration stating the date on which that place of business was established; and
A certified copy of the charter, statute, or memorandum and articles, or other instrument which defines the company's constitution. If those documents are not in English, they must be accompanied by a certified translation. Details of persons who can certify documents or translation of documents are given in the notes to form 691.
Within nine months of establishing a place of business the oversea company may deliver form 701a which gives the accounting reference date (the date to which the accounts will be made up).
However large their operations.