j
SECTION D
INFORMATION FOR BOTH REGIMES
Are there penalties for failing to comply?
D-1 Any failure to comply with the requirements of either registration regime may result in the company or the officers of the company being liable to a fine.
What fees are payable?
D-2 Details of the fees can be found in the separate leaflet accompanying this Note for Guidance.
If the nature of the establishment changes or if it moves does it have to be re-registered?
D-3 Yes. The place of business regime applies only to companies having a place of business that does not amount to a branch, in Great Britain (other than limited companies with a branch in Northern Ireland). The branch regime applies only to limited companies having a branch in Great Britain. As a result, when a company changes the nature of the business it conducts within Great Britain so that it needs to move from registration under the place of business regime to registration under the branch regime, or vice versa, different notifications to different registries are required. Similarly, if the company moves its place of business or branch from one part of Great Britain to another it must notify, as appropriate, the Registrars in both parts.
D-4
Unlimited companies and those companies incorporated in Northern Ireland or Gibraltar can register only under the place of business regime.
Switching from place of business to branch registration
D-5
Where a company:
(a) (b)
opens a branch anywhere in Great Britain; and
has an existing place of business in Great Britain
it must register under the branch registration requirements. Its obligations under the place of business regime continue until it has notified the appropriate Registrar of its branch registration. If the company is registering its first branch in the same part of Great Britain as it had a place of business, and provided it has already complied with the obligations in relation to registering that place of business, it may elect to treat certain documents and particulars filed in relation to its place of business notification (ie the company constitutional details and the details relating to its directors and secretary), as already having been filed as part of its branch registration.
Where a company:
D-6
(a) (b)
opens a branch in Northern Ireland; and
has a continuing place of business in Great Britain