Overseas Company

Definition of an Overseas Company

An Overseas Company is a business incorporated outside the UK that carries out activities in the UK. Registration with Companies House is only required if the overseas company has a physical presence in the UK, such as a branch or place of business. This excludes occasional activities (e.g., directors visiting the UK or operations through independent agents).

Registration Requirements for Overseas Companies

An overseas company must register with Companies House within 1 month of opening a UK establishment. To register, the company must submit:

1. A completed registration form for the UK establishment.
2. A certified copy of constitutional documents (e.g., articles of association), with translations if not in English.
3. A copy of the latest accounts (if required by parent law), also translated into English if necessary.

Accounting Obligations for Overseas Companies

Overseas companies must deliver accounts to Companies House if required by their parent law. The requirements differ based on whether the company is incorporated in the European Economic Area (EEA) or outside it:

• EEA Companies:
  • Must submit accounts to Companies House if required to disclose them under their parent law.
  • No need to submit an auditor’s report unless required under parent law.
• Non-EEA Companies:
  • Must deliver audited accounts to Companies House within 3 months of disclosure under parent law.
  • Accounts should include:
    • Financial statements for the period.
    • Directors’ and auditors’ reports (if applicable).
    • Information on accounting principles and audit standards used.
• Companies not required to prepare accounts under parent law:
  • Must prepare and deliver accounts in accordance with the Overseas Companies Regulations 2009 or international accounting standards.

Failure to comply with accounting obligations is a criminal offence for directors.

Rules for Mortgages and Charges

From 1 October 2011, overseas companies are no longer required to register charges created over property in the UK. However, charges created before 30 September 2011 must still be registered according to the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

Special Rules for Credit and Financial Institutions

Credit or financial institutions must deliver accounts to Companies House, with different requirements depending on:

• Parent law obligations.
• Whether the institution is incorporated in an EEA country.

Practical Implications

Overseas companies should ensure:

• Compliance with registration requirements when establishing a UK presence.
• Timely submission of accounting documents.
• Awareness of specific rules for credit and financial institutions.

Recent Legislation and Updates

• Overseas Companies Regulations 2009: Provides detailed rules for the registration and filing requirements of overseas companies.
• Economic Crime (Transparency and Enforcement) Act 2022: Introduced stricter reporting requirements for overseas entities owning UK property, although these are distinct from the rules for overseas companies under the Companies Act.

Useful Links for Further Reading

• Companies House: Guidance for Overseas Companies Offers comprehensive guidance on registration, accounting, and compliance requirements for overseas companies with a UK establishment.
• Overseas Companies Regulations 2009 Details the legal framework governing the registration and obligations of overseas companies operating in the UK.
• Economic Crime Act 2022 Explains additional transparency requirements for overseas entities, including property ownership rules.

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