7 minutes

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. You can identify Overseas Companies in the register based on the Company Number prefix.

Which 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.

When and what do overseas companies need to register under the definition of an overseas company?

Within 1 month of opening a UK establishment, an overseas company must deliver to Companies House a completed ËœRegistration of an overseas company opening a UK establishment If the company is registering its first UK establishment, it must also deliver to Companies House the following additional documents:

  • a certified copy of the company constitutional documents (e.g. charter, statute, memorandum and articles of association etc) with a certified translation in English if the original is in a language other than English
  • a copy of the company latest set of accounts (with a certified translation in English if the original is in a language other than English) if an overseas company is required to prepare and deliver accounts under parent law. There are different accounting requirements depending on whether the company was incorporated in an EEA or non-EEA state.

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, where the company is required to prepare and disclose accounting documents under parent law (the law of the country in which the company is incorporated) if it is required to prepare and disclose accounting documents under parent law is it an EEA company. An EEA company is an overseas company governed by the law of a country or territory in the European Economic Area (EEA).

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. These would fall under the definition of an overseas company.Accounting documents include the accounts of the company for a financial period; any annual report of the directors; any auditor report on the accounts and director report. Where overseas companies deliver accounting documents to Companies House they must be accompanied by:

  • the legislation under which the accounts have been prepared and, if applicable, audited
  • whether the accounts have been prepared in accordance with generally accepted accounting principles and the organisation which issued the principles
  • whether the accounts have been audited and if so whether they were audited in accordance with generally accepted auditing standards and the organisation that issued them
  • if there has been no audit, whether the company is required to have its accounts audited

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 not covered under the definition of an overseas company 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, which also help with the definition of an overseas company, these include the following;

  • calculation of a financial year (normally 12 months), accounting reference period and accounting reference date
  • individual or group overseas company accounts must be prepared in accordance with the company parent law (provided the content of such accounts meets the requirements set out in the Overseas Companies Regulations 2009); in accordance with international accounting standards or the requirements detailed in the Overseas Companies Regulations 2009/1801
  • the accounts must be approved by the board of directors and signed on behalf of the board by a director on the company balance sheet
  • the directors of the company must deliver accounts to Companies House within 13 months of the end of the relevant accounting reference period unless it is the company first accounting reference period and adapted rules apply as set out in the Overseas Companies Regulations 2009/1801

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.

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.

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 Regulations 2009 (Execution of Documents and Registration of Charges)  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.

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