May 2013 - Version 2.8
as modified by the Companies Act 2006
Is this guidance for you?
This guide will be relevant to you if:
This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.
This guide explains how to register an overseas company that opens an establishment in the UK. It also provides guidance on the disclosure obligations subsequent to such a registration. It outlines the documents you must send to Companies House and some of the important rules on accounting requirements, company names and trading disclosures. You will find the majority of the relevant UK law in the following places,
If, after reading this guide, you are in doubt about your responsibilities, you should consider seeking professional advice.
Some provisions of the Companies Act 2006 are subject to transitional arrangements which can be found on our website.
1. Do I have to register my overseas company?
The fact that an overseas company is carrying on business in the UK does not automatically mean that it has to register with Companies House. Registration of an overseas company is only required when it has some degree of physical presence in the UK (such as a place of business or branch) through which it carries on business
2. What companies do not have to register?
Registration is not required if there is no physical presence in the UK. For example, an independent agent who conducts business on behalf of the company is not a UK establishment of an overseas company; neither is an occasional location such as a hotel where a director may conduct business during periodic visits to this country. Other types of commercial enterprises (for instance partnerships, limited partnerships, unincorporated bodies or government agencies) cannot register in the UK as an overseas company.
3. What is a UK establishment?
UK establishment is the phrase used in the Overseas Companies Regulations 2009 to refer to a place of business or branch of an overseas company in the UK. The use of UK establishment in the law has ended the different registration and disclosure regimes for places of business and branches that were in place before 1 October 2009. All places of business and branches registered before 1 October 2009 have become UK establishments and given a ‘BR’ prefix to their registered number. If you were a branch or place of business before 1 October 2009 you may need to file a Transitional Return form (OS TN01) to ensure Companies House holds the correct information for your UK establishment.
4. What other changes have been made since 1 October 2009?
The implementation of the Overseas Companies Regulations 2009 on 1 October 2009 introduced a single UK jurisdiction for overseas companies. There is no longer a requirement for an English/Welsh or Scottish company to register a UK establishment in Northern Ireland, or for a Northern Irish company to register a UK establishment in England and Wales or Scotland.
1. How do I register?
Within 1 month of opening a UK establishment, an overseas company must deliver to Companies House the following information:
If the company is registering its first UK establishment, it must also deliver to Companies House the following additional documents:
When an overseas company registers a further UK establishment, it is not required to again deliver the additional documents again and may instead state in the form OS IN01 that the documents have been delivered in respect of another UK establishment (giving the registered number of that establishment).
Please note: if the fee is not included the documents will be rejected. Cheques should be made payable to Companies House.
Further information on the filing of constitutional documents, accounts and accounting requirements can be found in the ‘Overseas Companies Regulations 2009/1801’.
2. Where do I send the registration documents?
You can send your registration documents to any Companies House office e.g. Cardiff, London, Edinburgh or Belfast, regardless of where in the UK establishment is situated.
If the registration is urgent you can use our premium ‘Same Day’ service (not available in London), provided all the required documents are delivered to one of our offices before 3pm (Monday-Friday). The fee for this service is £100. Please note posted applications are subject to postal delays and we can only provide the same day registration on the day the document is received. If you send your application by post or courier you must clearly mark the envelope “Same Day Application”.
3. What are certified copies of documents and certified translations?
A certified copy is a copy certified as correct and authenticated by the secretary or director of the company, permanent representative, administrator, administrative receiver, receiver manager, receiver or liquidator.
Constitutional documents and accounting documents delivered to Companies House may be in a language other than English but must be accompanied by a certified translation into English.
A certified translation means a translation certified to be a correct translation. It must be authenticated by the appropriate person e.g. a director or secretary of the company ; a permanent representative; an administrator; an administrative receiver; a receiver manager; a receiver; a liquidator or judicial factor. The person certifying the translation must sign at the end of the document.
4. What about the name of the company?
You may register an overseas company using its corporate name (its name under the law of the country of incorporation), or an alternative name under which it proposes to carry on business in the UK. If an alternative name is registered it is treated for UK legal purposes as a company’s corporate name and must be used on any forms that ask for the ‘company name’.
There are a number of controls and restrictions which apply to your choice of company name. These are explained more fully in our ‘Incorporation and Names' guide.
The restrictions include:
The application of the restrictions depends on the following circumstances;
Depending on whether you are registering a corporate or alternative name the following rules apply:
Overseas companies wishing to change their alternative name or change their corporate name to an alternative name should file a ‘Registration of change of name of overseas company as registered in the UK’ (form OS NM01). Please note a fee of £10 is payable with this form and if it is not included the document will be rejected. A 'Same Day' service is available for a fee of £50 (this services is not available at the London Office). If we receive the form OSNM01 before 3 pm (Monday-Friday) and accept the name and documents, we will issue a change of name certificate on that day. If you deliver your 'Same Day' documents by post or courier please ensure you mark the outside of the envelope clearly with 'Same Day Change of Name'.
6. What rules apply to the names of overseas companies incorporated outside the EEA?
The registration ofcorporate or alternative names for overseas companies incorporated outside the EEA is subject to a range of controls and restrictions. These include requiring the use of permitted characters only in the name; preventing the registration of a name the same as one on Companies House index of company names; requiring evidence of appropriate authorisation to use a sensitive word in a name or to adopt a name suggesting a connection to Her Majesty's Government or certain other public bodies; and preventing the use of offensive names. If an overseas company’s application to register a name does not meet all the restrictions it will be rejected and the company will be asked to choose a different name.
7. What rules apply to the names of UK establishments?
An overseas company can choose a different name for its UK establishment. If a different name is chosen it must comply with rules for business names set out in Part 41 Companies Act 2006. These include requiring evidence of appropriate authorisation to use a sensitive word in a name or to adopt a name suggesting a connection to Her Majesty’s Government or certain other public bodies. If you are unable to justify the establishment name, you will need to provide a written declaration that it will not be used on stationery, advertising etc in the UK
Further information on business names can be found in our Incorporation and Names guide (GP1)
1. After registration, do overseas companies need to send other documents to Companies House?
An overseas company should notify Companies House of any changes to the original information delivered for registration as and when changes occur. This includes changes to:
An overseas company must deliver forms notifying any changes in particulars of the overseas company or the UK establishment to Companies House.In respect of changes affecting a UK establishment the change must be notified 21 days after the alteration is made.In the case of a change affecting the overseas company, the notifying form must be delivered within 21 days after the date on which notice of the alteration could have been received by post in the UK (if dispatched with due diligence). You can download the appropriate form from our website.
2. Do overseas companies need to send accounting documents to Companies House after registration?
In most cases overseas companies are required to send accounting documents to Companies House. The accounting documents an overseas company delivers will depend on the following circumstances.
A £20 fee applies to all overseas companies with a UK establishment that deliver accounting documents to Companies House. If the correct fee is not included the accounting documents will be returned.
Companies required to prepare and disclose accounts under parent law
An EEA company that is required to prepare, disclose and deliver accounting documents under parent law must deliver them to Companies House within 3 months from the date on which the document is required to be disclosed in accordance with its parent law.
Where an EEA company is required to prepare and disclose, but not deliver, accounts under parent law it is not required to deliver copies of the accounting documents to Companies House.
Where an EEA company is required to prepare and disclose accounts, but not have its accounts audited under parent law, it is not required to deliver an auditors report with the accounts to Companies House.
An overseas company (incorporated outside the EEA) that is required to prepare, audit and disclose accounting documents under parent law must deliver them to Companies House within 3 months from the date on which the documents are required to be disclosed in accordance with its parent law.
Accounting documents will include the accounts of the company for a financial period; any annual report of the directors; any auditor’s report on the accounts and director’s report.
Where overseas companies deliver accounting documents to Companies House they must be accompanied by form OS AA01 containing the following information:
A failure to deliver the accounting documents to Companies House by the due date is a criminal offence committed by every person who was a director before the end of the 3 month delivery period.
Companies not required to prepare and disclose accounts under parent law
Some overseas companies may not be required to prepare and disclose accounting documents under parent law. Such companies are still under a duty to prepare, sign and deliver accounts to Companies House. There are detailed requirements for such accounts in the Overseas Companies Regulations 2009/1801 and these include the following;
Please note: A failure to deliver accounts to Companies House by the due date is a criminal offence committed by every person who was a director before the end of period allowed for delivery.
3. Are there special accounting rules for credit or financial institutions?
Although the filing requirements for credit or financial institutions derive from different law to overseas companies with a UK establishment, in practice the requirements are similar.
A credit or financial institution must prepare and deliver copies of its accounts to Companies House. Different requirements apply whether an institution is required to prepare accounts under parent law or not, and if it is required is the institution incorporated or formed in an EEA State. The requirements relating to credit or financial institutions are beyond the scope of this booklet but can be found in Part 6 of Overseas Companies Regulations 2009/1801.
What is a credit institution?
A ‘credit institution’ is defined in the Companies Act 2006 by cross reference to a European Directive on the taking up and pursuit of the business of credit institutions (2006/46/EC) and is either,
It can be a company but may be some other form of entity.
What is a financial institution
‘Financial institution’ is defined in the Companies Act 2006 by cross reference to Article 1 of the Bank Branches Directive (89/117/EEC). This definition does not provide a definition itself but instead relies on the definition of financial institution in Directive 2000/12/EC relating to the taking up and pursuit of the business of credit institutions . Our interpretation of a financial institution is the following,
4. Do overseas companies need to register charges?
For mortgages or charges created by overseas companies on or after 1 October 2011 over property of the company situated in the UK, there is no requirement to register the charges with the Registrar of Companies. Regulation 10 of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 does not apply to charges created on or after 1 October 2011.
Any such charges delivered to the registrar with a creation date on or after 1 October 2011 will be rejected and the filing fee refunded.
For overseas companies that have created specified charges over property situated in the UK with a creation date on or before 30 September 2011, they must continue to register these charges pursuant to Regulation 10 of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009. This includes those instances where the charge has not been delivered within 21 days of the date of creation and the period allowed for registration has been extended under an order of the court. A charge may be registered by the overseas company or the person interested in the charge by submitting Form OS MG01 to Companies House with a certified copy of the instrument (if any) with the registration fee of £13. Part 1 of the form OS MG01 (overseas company details) must be completed with the following details
1) Overseas company number with one of the following prefixes;
Please note the UK establishment name and ‘BR’ number will not be accepted on the form OS MG01
2) Overseas company name as it is registered in the UK.Overseas companies that have chosen to use an alternative name to carry on business in the UK must use this name on the form.
Further information about the registration of charges can be found in the ‘Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009/1917 and The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011.
The registrar will continue to accept statements of satisfaction for any registered charges created prior to 1 October 2011.
1. Must overseas company information be displayed at its business premises?
An overseas company that carries on business in the UK should continuously display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated at:
The company must display the sign with its company name and country of incorporation:
2. Which business communications need to show the overseas company name?
Every overseas company that carries on business in the UK must include the company’s name in all forms of business correspondence and documentation used for carrying on business activities in the UK, whether in hard copy or electronic, including:
3. What details need to be displayed on business letters, order forms and websites?
An overseas company with a UK establishment in respect of which it has registered at Companies House must state the following particulars on all business letters , order forms and websites that are used in carrying on business in the UK:
An overseas company that is not incorporated in the EEA must also state the following particulars on all business letters, order forms and websites:
The disclosure of all this information must be in characters that can be read with the naked eye.
4. Do overseas companies have to display directors' names on business letters?
If a company decides to include the name of a director or directors (other than in the text or as a signatory) on business letters it must disclose the names of all the directors. In the case of a body corporate or legal person, it must disclose its corporate or firm name.
The disclosure of this information must be in characters that can be read with the naked eye.
1. What happens if an overseas company is subject to insolvency proceedings?
If an overseas company has a UK establishment and is being wound up under laws outside the UK it must file a 'Notice of winding up of an overseas company' (Form OS LQ03) with Companies House. If the winding up began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. Otherwise the company has 14 days after the date on which the winding up begins to deliver the form.
Depending on the nature of the winding up or other insolvency proceedings there are further notification requirements to Companies House. These are detailed below.
An overseas company can be wound up under the provisions of UK law (Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989), but such circumstances are outside the scope of this guidance.
Appointment of a liquidator
A person appointed as the liquidator of a company must file a 'Notice of appointment of a liquidator of an overseas company' (form OS LQ01) containing the following particulars:
If the liquidator was appointed before the company had a UK establishment, the form OS LQ01 must be delivered to Companies House 1 month after the company first opens a UK establishment. If the company has a UK establishment, the liquidator must notify Companies House within 14 days of his appointment.
On termination of the winding up or on the company ceasing to be registered which has legal significance, the liquidator must file a ‘Notice of termination of winding up of an overseas company’ (Form OS DS02) to Companies House. The form must be delivered within 14 days of either event.
Insolvency proceedings (other than winding up)
Where an overseas company with a UK establishment becomes subject to insolvency proceedings(other than winding up), it must send a ‘Notice by an overseas company which becomes subject to proceedings relating to insolvency’ (form OS LQ02) to Companies House. If the insolvency proceedings began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. If the company has a UK establishment, the company has 14 days after the date it becomes subject to the insolvency proceedings to deliver the form.
When a company ceases to be subject to insolvency proceedings, it must file a ‘Notice by an overseas company on cessation of proceedings relating to insolvency’ (form OS LQ04) stating when the company ceased to be subject to proceedings. It must deliver the form no later than 14 days from the date on which it ceases to be subject to the proceedings.
Notice of appointment of a judicial factor in Scotland
If a judicial factor is appointed, he must file an ‘Appointment of judicial factor (Scotland) for an overseas company’(form OS AP06) within 14 days of his appointment. The form requires specific particulars to be given to Companies House. He must also give notice of any change in the address for service by filing a 'Change of service address for a judicial factor (Scotland) of an overseas company’ (form OS CH08). If the appointment of a judicial factor is terminated he must file a ‘Termination of appointment of judicial factor (Scotland) of an overseas company’ (form OS TM04)
2. What if the company closes a UK establishment?
If an overseas company closes a UK establishment that is registered at Companies House, it must file a ‘Notice of closure of a UK establishment of an overseas company’ (Form OS DS01). Once this document has been registered by Companies House, the company is no longer obliged to deliver documents in respect of that UK establishment.
1. What happens to the documents I send to Companies House?
We scan the documents and forms you deliver to us to produce an electronic image. Then we store the original paper documents and use the electronic image as the working document.
When a customer searches the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.
This chapter sets out some guidelines to follow when preparing a document for filing at Companies House.
2. How should I set out documents?
Generally, every paper document sent to Companies House must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar’s rules.
Please note: currently overseas company forms and documents cannot be filed electronically.
When you fill in a form please:
When you complete other documents, please remember:
3. Where can I find out more about this?
For further guidance on print requirements please email your enquiry or telephone 0303 1234 500
1. How do I deliver information to Companies House?
For full details of all the ways of delivering documents to Companies House, electronically or on paper, please refer to the registrar’s rules on the subject which appear on our website. For more information and registration details please visit our website.
If you are delivering documents by post, courier, Document Exchange Service (DX) or in Scotland LP (Legal Post in Scotland) and would like a receipt, Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.
Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.
Please Note: Companies House does not accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.
2. Do I have to pay to file documents at Companies House?
You do not have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee. For full details you should refer to our website.
3. Can I file documents in other languages?
As a general rule the law requires that companies deliver documents sent to Companies House in English. There are exceptions as detailed below. Companies can deliver the following documents in other languages if the document is accompanied by a certified translation into English:
In addition overseas companies may also file certified voluntary translations of any document that is required to be delivered to Companies House. The voluntary translation must relate to a document delivered to Companies House on or after 1 January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by form VT01 .
4. Where do I get forms and guidance?
This is one booklet in a series of Companies House guides which provide a simple guide to the Companies Act 2006.
You can also obtain forms from company law stationers, accountants, solicitors and company formation agents.