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Information about a Branch or Place of business in G.B.

1. Do I have to register my company?
The fact that an oversea company is carrying on business in Great Britain does not automatically mean that the company has to register. However, the Companies Act 1985 requires every oversea company which establishes some type of place of business in Great Britain to deliver certain documents to Companies House.

2. What is a place of business?
A place of business is a premises where there is a physical or visible indication that the company may be contacted there. An overseas company also has to register if it habitually conducts business from a particular location in Great Britain even if there is no physical sign of the company's connection with it.

3. What companies do not have to register?
Registration is not required if there is no physical location in Great Britain. For example, an independent agent who conducts business on behalf of the company is not a place of business 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 Great Britain as an oversea company

4. What different regimes are there for registration?
There are two regimes for registration in Great Britain. These are:
  • a branch; and
  • a place of business.
A 'branch' is part of an overseas limited company organised to conduct business through local representatives in Great Britain rather than referring it abroad. A 'place of business' is for companies who cannot register as a branch because:
  • they are from within the UK (Northern Ireland or Gibraltar); or
  • they are not limited companies; or
  • their activities in Great Britain are not sufficient to define it as a branch. Such activities might include internal computer processing, warehousing, or simply a representative office.

Registration


1. How do I register a branch?
Within one month of establishing a branch in Great Britain you must deliver to the Registrar of Companies:
  • completed Form BR1;
  • a certified copy (see question 3) of the company's constitutional documents (Charter, statute, operating agreement, etc);
  • a copy of the latest set of audited accounts required to be published by parent law;
2. What are certified copies of documents?
Constitutional documents and accounts must be in their original language but documents not in English must be accompanied by a certified translation into English. You should note that the certification of the constitution must be made in the country of incorporation. Details of the methods of certification are given in the notes to the forms. (Forms 691 and BR1.)

3. What about the name of the company?
You must initially register the company in its corporate name, but thereafter the company becomes subject to the same restrictions on company names as British companies. Briefly this means that a name is unacceptable if it is the 'same as' a name already on the register or contains certain sensitive words or expressions which cannot be justified.

If a company name is unacceptable, the Secretary of State will order the company to adopt an acceptable business name for use in Great Britain. The order will specify a period during which the company must register the change of name. The company will be unable to conduct business in Great Britain in its corporate name once the period stated in the notice has expired.

Filing and disclosure requirements


1. After registration do I need to send other documents to Companies House?
You should notify Companies House on the prescribed form of any changes to the original information filed as and when it occurs. The forms required are:
  • Form BR2 - Changes to the constitutional documents of an oversea company.
  • Form BR3 - Changes to the company details, including the name (a fee of £10 is payable), legal form, accounting requirements, head office address, objects, share capital and governing law.
  • Form BR4 - Changes of director or secretary or of their particulars.
  • Form BR5 - Change in details of the branch, including its business name, address and the nature of the business.
  • Form BR6 - Change of person authorised to accept service or to represent the company in the business of the branch, or of their particulars.
  • Form BR7 - Change of branch against which the constitutional documents and accounts of the company are registered.
  • Form 225 - Change of accounting reference date of a company subject to filing accounts under section 700 of the Companies Act 1985. (see question 5)
2. When must the forms be delivered to Companies House?
All forms listed in questions 1 and 2 must be delivered to Companies House within 21 days of the change or, in the case of a change affecting the company in its parent state, within 21 days after the date on which notice of the alteration could have been received by post in Great Britain (if despatched with due diligence).

3. What financial information must be sent to Companies House by oversea companies registered in Great Britain?
Branches of oversea companies whose parent law requires the publication of accounts which have been audited must deliver a copy of those accounts (together with a certified translation if necessary) within three months of public disclosure. This applies to all companies from European Economic Area (EEA) member States even where a company is categorised as 'small' and allowed to deliver modified accounts, even to the extent of them being unaudited.

4. What is an accounting reference date, and how is it fixed?
The accounting reference date of a company is the date in each year to which the accounts are to be made up. For a new registration of a place of business or branch subject to 'Section 700 Accounts' the accounting reference date is set with reference to the date of its establishment in Great Britain.

For companies established on or after 1 April 1996, the accounting reference date is initially set as the last day in the month in which the first anniversary of the date of establishment occurs. Slightly different rules apply to companies established before 1 April 1996. Accounting reference dates can be changed.

5. What period should 'section 700 accounts' cover?
The first accounting reference period of an oversea company must run from the date of its establishment in the UK and not the first day of trading if this is different. The first accounting reference period ends on the first occurrence of the accounting reference date. However accounts may be made up to a date within seven days either side of that date if this is more convenient. Subsequent accounting reference periods run from the day after the end of the previous accounting reference period until the next anniversary of the accounting reference date or to a date within seven days of it.

6. What details need to be shown on company stationery and displayed?
A oversea company must exhibit at every place where it carries on business in Great Britain the company's name and the country in which it is incorporated. A company which registers a place of business must state on all letter paper, bill heads, invoices and other official publications of the company:
  • the company's name and country of incorporation; and
  • that the liability of the members is limited, if this is the case.
A company which registers a branch must, in addition to the above, show on all letter paper and order forms used for the business of the branch:
  • the place of registration and registration number of the branch.
Additionally, every company which registers a branch and is from outside the EEA, must also show:
  • the identity of the registry and, if applicable, the registration number in its parent state;
  • the legal form of the company;
  • the location of its head office; and
  • if applicable, that fact that the company is being wound up.
7. What if my activities in Great Britain increase or decrease?
If the activities of a limited company that registers a place of business change to the extent that it now qualifies as a branch, it must register as such by delivering a completed Form BR1 to Companies House with the registration fee. In such cases, if the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.

Similarly, if a branch of an oversea company changes to the extent that it only qualifies as a place of business then it must re-register as such by delivering a completed Form 691 together with the registration fee. If the information previously filed at Companies House is up to date, copies of the constitutional documents and directors' details are not required.

On conversion of a branch to a place of business, any establishment in another part of the United Kingdom, for example, Northern Ireland, included under the original branch registration must be registered as a place of business.

On conversion of a place of business to a branch, any registered place of business in another part of the United Kingdom must either terminate its registration by having its public file 'closed', or it must be re-registered as a branch. A company cannot have both a place of business registration and a branch registration in the UK at the same time. A branch registration will take precedence over a place of business registration(s).

8. What if my company ends its activities in Great Britain?
If a company closes a place of business or a branch in Great Britain, it must give notice to this effect by delivering a letter signed by an officer or authorised person of the company to Companies House. All obligations of the company to deliver documents to Companies House cease from the date of receipt of the notice.

If a company closes its only branch in Great Britain then the company's public file will be 'closed'. If it is not the only branch, but was originally the principal branch, then Form BR7 must be delivered to notify Companies House of the branch at which the constitutional documents are kept.


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