21D. Accordingly companies, which are otherwise subject to branch registration, that are in doubt about whether or not they are financial institutions should follow Schedule 21D and deliver accounts prepared, audited and disclosed according to their home state law (unless any of the exceptions in footnote 10 clearly apply).
What is parent law in the context of credit or financial institutions?
C-6
The Companies Act 1985 (as amended) defines "parent law" in relation to an institution as "the law of the country in which the institution has its head officell".
Is registration required for credit and financial institutions?
C-7 Yes. If the credit or financial institution is a company it must register under the appropriate regime (see sections A and B). There is no need to register if it is unincorporated.
What are the accounting disclosure requirements?
C-8 A credit or financial institution must disclose copies of its accounts in Great Britain. What is required depends on whether or not the institution is required by its parent law to prepare and have audited its reports and accounts. It need deliver only one set of its report and accounts to the Registrar in respect of its only or principal branch within the United Kingdom.
Accounts required to be prepared and audited by parent law
C-9 If the parent law requires the institution to prepare and have accounts audited, it must disclose these documents in Great Britain, as explained below. An institution from a country outside the EC, that is registered under the branch regime, must also notify the Registrar of its accounting reference date (or equivalent) and, if appropriate, the date by which it is required to file accounts in its home state.
C-10 If the law of the home state requires public disclosure of accounts12 then the company must, within one month of opening a branch, deliver for registration copies of the latest report and accounts that have been prepared and audited in accordance with that parent law. They must be accompanied by certified translations if they are not in English. The latest report and accounts are those which have been disclosed in accordance with its parent law. Each time that law requires report and accounts to be disclosed, copies should be delivered within three months of this disclosure to the Registrar.
C-11
If the parent law does not require the registration of accounts they must be made available in Great Britain within three months of their being required to be disclosed by any relevant legislation to which the company is subject eg under the Banking Act 1987. Or, in the absence of any such law,
11
Head office is taken here to mean "principal place of business" using the meaning of this phrase in Banking legislation rather than Companies legislation.
12
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.