OVERSEA COMPANIES
PLACE OF BUSINESS AND BRANCH REGISTRATIONS
These notes apply to all oversea companies which establish themselves in England and Wales and/or Scotland. They do not apply to companies which establish subsidiaries in Great Britain; such subsidiaries are treated in the same way as any other company incorporated in Great Britain. The notes also apply in part to unincorporated credit institutions. Companies establishing themselves in Northern Ireland should note that parallel provisions will operate there. These notes are advisory only but indicate the approach that Companies House is taking to the operation of the legislation. The legal position is set out in the Companies Act 1985 as amended by the Oversea Companies and Credit and Financial Institutions (Branch Disclosure) Regulations 1992. The branch registration regime, and the separate accounting requirements for branches of credit and financial institutions, have been introduced to comply with the EC Eleventh Company Law Directive (89/666/EEC) and the EC Bank Branches Directive (89/117/EEC). Legal advice should be sought where there is doubt whether these Regulations apply to the company's operations in Great Britain and, if so, whether the company should be registered under the branch or place of business regime and what sort of accounts should be provided,
Is an oversea company required to register in Great Britain?
1
Yes, if your company's presence here has some permanence. Companies acting from only an occasional location, such as an hotel at which an officer of the company conducts business during visits to Great Britain, or through an independent agent, do not need to register.
How can a company register?
2 The Companies Act contains two regimes requiring an oversea company to register in Great
Britain the branch registration regime and the place of business registration regime. These regimes
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and their requirements are explained in sections A and B.
Branch registration
3
Every limited company, incorporated outside the United Kingdom (ie England and Wales, Scotland and Northern Ireland) and Gibraltar, which opens a branch in Great Britain is required to register here under the branch registration regime.
4
A branch will be a part of a company which is organised so as to conduct business on behalf of the company. This means that a person will be able to deal direct with the branch here, instead of with the company in its home state. It should be noted that the term "branch" is not used in the commonly understood sense of a local bank branch or an office branch at a single locality. Rather, it is used more in a sense closer to the concept of a subsidiary, although it will not be a separate corporate body. It may, however, operate from a number of locations within a common management structure.
5 The meaning of "branch", for registration purposes, brings it within the existing definition of place of business in the Companies Act 1985 and case law. But there remain categories of companies to be registered under the existing place of business regime. This is because every branch is a place of business but not every place of business is a branch. Because of this it is likely that most companies will require registration under the branch regime rather than under the residual place of business
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