In accordance with the Overseas Companies Regulations 2009 (the ‘Regulations’), a foreign company with a UK ‘establishment’ must register with Companies House. For the purposes of these Regulations, a UK ‘establishment’ is any branch (within the meaning of the Eleventh Company Law Directive) or any place of business of an overseas Company which is located within the UK.
Registering A UK Establishment
UK establishments must register by filing the completed Form OS IN01 ‘Registration of an Overseas Company Opening a UK Establishment’ with Companies House within one month of the opening of the UK establishment.
If this registration is for the first UK establishment of the overseas Company, the following information must also be submitted to Companies House:
- A certified copy of the overseas Company’s constitutional documents (with a certified translation in English if the documents are provided in any other language);
- A copy of the overseas Company’s latest set of accounts (with a certified translation in English if the document is provided in any other language) if this Company is required to prepare and deliver accounts under parent law.
Disclosure Of Accounting Documents
Overseas Companies with a UK establishment are required to prepare and file accounts, together with Form OS AA01, with Companies House. The accounting documents required to be filed with Companies House are determined by the accounts disclosure rules of the overseas Company’s parent law, as follows:
- All overseas Companies which are required to prepare, have audited and disclose accounting documents under their parent law are also required to files these documents with Companies House
- Overseas Companies incorporated in an EEA State which are required to prepare and disclose unaudited accounts (but not to deliver those accounts), are required to file the accounting documents with Companies House
The accounting documents referred to above must be filed with Companies House within three months of the date they are required to be disclosed under the parent law.
- Overseas Companies which do not fall into either of the two above categories must prepare and deliver accounts to Companies House. These accounts can be prepared in accordance with the Company’s parent law, international accounting standards or Section 396 of the Companies Act 2006. These accounts must be filed in Companies House within thirteen months of the end of the accounting reference period.
Closure Of A UK Establishment
An overseas Company must notify Companies House, by means of Form OS DS01, of the closure of a UK establishment. Once this Form has been registered with Companies House, the overseas Company is no longer required to file documents in respect of the UK establishment with Companies House.
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