Branches and Places of Business FAQs
Q. Can I register a branch or place of business after 1 October 2009?
A. The Overseas Companies Regulations 2009/1801, which were implemented on 1 October 2009, replaced the dual regime of registering branches and places of business with a single regime of registering a UK establishment. After 1 October you will only be able to register a UK establishment.
Q. What about existing places of business and branches?
A. All existing branches and places of business registered before 1 October 2009 will be automatically deemed to be UK establishments after 1 October 2009.
Q. Are there any specific changes to existing places of business?
A. Before 1 October 2009 places of business used the same registered number as the overseas company – this was prefixed with either ‘FC’, ‘SF’ or ‘NF’. After 1 October 2009 all places of business were issued with a ‘BR’ number, this means that all UK establishments of overseas companies will now have the prefix ‘BR’ before the registered number. This is in addition to the overseas company number which will remain the same (prefixed with FC, SF or NF).
Q. Before 1 October 2009 I had a branch or a place of business, do I need to file anything to make the transition to a UK establishment?
A . Under the Overseas Companies Regulations 2009, UK establishments of overseas companies have specific filing requirements. Any branches or places of business registered before 1 October 2009 will need to check that the information Companies House holds matches the requirements for a UK establishment after 1 October 2009. If there is a gap in the information the branch or place of business will have to file a transitional return form (OS TN01) to ensure Companies House holds the right information.
As branches were required to file more information than places of business under the Companies Act 1985 it is more likely that a place of business will need to file the OS TN01, however the requirement does apply to both.
Q. Where can I find the regulations?
A. The relevant legislation is the Overseas Companies Regulations (2009 (No. 1801)
Northern Ireland branches and places of business
Q. Do I need to amend my branch/place of business registration in Northern Ireland?
A. On 1 October 2009, the Overseas Companies Regulations 2009 (SI No. 2009/1801) amended the law to provide for a single company law regime applying to overseas companies registered in the United Kingdom ( England, Wales, Scotland and Northern Ireland). Companies will be UK companies rather than GB or Northern Ireland companies, and the same legislation will apply to all. Consequently a branch or place of business registration in Northern Ireland for a GB company and vice versa is no longer required
Q. How do I remove a branch/place of business registration that is no longer needed?
A. Companies House has written to all companies affected and there was a pro-forma included to confirm removal of a place of business or branch registration. The letter will ask you to return the pro-forma (by post or email) confirming the correct action to take.
Alternatively you can send in notification on company headed notepaper signed by someone with authority (such as a director or permanent representative) in the company to make such a request. If you choose to send your own notification please send it to:
Company Registration Services
Q. Do I file the removal request in Belfast or Cardiff?
A. Please send the request to our main office at Cardiff (see above for details).
Q. What if the branch or place of business has unsatisfied mortgages?
A. You will need to ensure that any outstanding issues concerning the branch or place of business are dealt with before any request closure. You may need to take your own advice on the best way to deal with any unsatisfied charges.
Q. Will this have any bearing on the Companies Credit rating?
A. The branch/place of business registration lapsed on 1 October 2009 due to a change in the Law, there is now no requirement for a GB company to register a place of business in Northern Ireland or vice versa. The branch/place of business is not being wound up or dissolved due to financial considerations so would have no bearing credit ratings.