Free Essay

Overseas Companies

In:

Submitted By jkdjfkdjf
Words 6462
Pages 26
Overseas companies registered in the UK

GPO1 March 2015

Companies Act 2006

Is this guidance for you?
This guide will be relevant to you if:
• you are an overseas company thinking of opening a UK establishment
• you are an overseas company with a UK establishment looking for basic guidance on your continuing filing and disclosure obligations • you act as an adviser to an overseas company and are looking for guidance on registration and disclosure requirements in the UK

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 2 of 22

Contents
Introduction
Chapter 1.

Who needs to register?

Chapter 2.

Registration

Chapter 3.

Delivery requirements

Chapter 4.

Changing the accounting reference date or accounting requirements Chapter 5.

Disclosure requirements

Chapter 6.

Insolvency, winding up and closure

Chapter 7.

Quality of documents

Chapter 8.

Further information

This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances. GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 3 of 22

Companies Act 2006
Introduction
This guide explains how to register an overseas company that opens an establishment in the UK. It also provides guidance on the disclosure obligations subsequent to such a registration. It outlines the documents you must send to
Companies House and some of the important rules on accounting requirements, company names and trading disclosures. You will find the majority of the relevant
UK law in the following places,


Part 34 Companies Act 2006(sections 1044 to 1059 inclusive)



the Overseas Companies Regulations 2009/1801



the Overseas Companies (Execution of Documents and Registration of
Charges) Regulations 2009/1917.



The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011

If, after reading this guide, you are in doubt about your responsibilities, you should consider seeking professional advice.

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 4 of 22

Chapter 1
Who needs to register?
1. Do I have to register my overseas company?
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.
2. What 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.
3. What is a UK establishment?
UK establishment is the phrase used in the Overseas Companies Regulations
2009 to refer to a place of business or branch of an overseas company in the
UK. The use of UK establishment in the law has ended the different registration and disclosure regimes for places of business and branches that were in place before 1 October 2009. All places of business and branches registered before 1 October 2009 have become UK establishments and given a ‘BR’ prefix to their registered number. If you were a branch or place of business before 1 October 2009 you may need to file a Transitional Return form (OS TN01) to ensure Companies House holds the correct information for your UK establishment.
4. What other changes have been made since 1 October 2009?
The implementation of the Overseas Companies Regulations 2009 on 1
October 2009 introduced a single UK jurisdiction for overseas companies.
There is no longer a requirement for an English/Welsh or Scottish company to register a UK establishment in Northern Ireland, or for a Northern Irish company to register a UK establishment in England and Wales or Scotland.
Chapter 2
Registration
1. How do I register?
Within 1 month of opening a UK establishment, an overseas company must deliver to Companies House the following information:
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 5 of 22



a completed ‘Registration of an overseas company opening a UK establishment’application (form OS IN01)



the standard registration fee of £20

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’s 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’s 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. Further details on this can be found in Chapter 3 question 2

When an overseas company registers a further UK establishment, it is not required to deliver the additional documents again and may instead state in the form OS IN01 that the documents have been delivered in respect of another UK establishment (giving the registered number of that establishment). Please note if the fee is not included the documents will be rejected. Cheques should be made payable to Companies House.
Further information on the filing of constitutional documents, accounts and accounting requirements can be found in the ‘Overseas Companies
Regulations 2009/1801’.
2. Where do I send the registration documents?
You can send your registration documents to any Companies House office
e.g. Cardiff, London, Edinburgh or Belfast, regardless of where in the UK establishment is situated.
If the registration is urgent you can use our premium ‘Same Day’ service, provided all the required documents are delivered to one of our offices before
3pm (Monday-Friday). The fee for this service is £100. Please note posted applications are subject to postal delays and we can only provide the same day registration on the day the document is received. If you send your application by post or courier you must clearly mark the envelope “Same Day
Application’’.
3. What are certified copies of documents and certified translations?
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 6 of 22

A certified copy is a copy certified as correct and authenticated by the secretary or director of the company, permanent representative, administrator, administrative receiver, receiver manager, receiver or liquidator.
Constitutional documents and accounting documents delivered to Companies
House may be in a language other than English but must be accompanied by a certified translation into English.
A certified translation means a translation certified to be a correct translation.
It must be authenticated by the appropriate person e.g. a director or secretary of the company; a permanent representative; an administrator; an administrative receiver; a receiver manager; a receiver; a liquidator or judicial factor. The person certifying the translation must sign at the end of the document. 4. What about the name of the company?
You may register an overseas company using its corporate name (its name under the law of the country of incorporation), or an alternative name under which it proposes to carry on business in the UK. If an alternative name is registered it is treated for UK legal purposes as a company’s corporate name and must be used on any forms that ask for the ‘company name’.
There are a number of controls and restrictions which apply to your choice of company name. These are explained more fully in our ‘Incorporation and
Names guide’.
The restrictions include:


prohibitions on the use of certain words that are offensive or the use of which would constitute an offence



requirements for prior approval for names that include certain sensitive words or suggest a connection to Her Majesty’s Government or certain other public bodies



the prohibition of names being registered that are the same as those already on the Companies House index of company names



the requirement to use only permitted characters, signs, symbols and punctuation within a name

The application of the restrictions depends on the following circumstances;


whether you are registering the overseas company’s corporate name



whether you are registering an alternative name



whether or not the overseas company is an EEA company. An EEA

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 7 of 22

company is an overseas company governed by the law of a country or territory in the European Economic Area (EEA)
5. What rules apply to the names of EEA companies?
Depending on whether you are registering a corporate or alternative name the following rules apply:
• EEA company registering its corporate name (including a change of corporate name)
An EEA company may always register its corporate name provided that the name is made up of permitted characters only under the Company and Business Names (Miscellaneous Provisions) Regulations 2009’ (SI
2009/1085)
However, you are advised to check the index of company names maintained at Companies House if you want to avoid registering a corporate name which is the same as an existing company name
• EEA company registering an alternative name (including a change from corporate to alternative name)
Registration of an alternative name by EEA companies is subject to a range of controls and restrictions. These include requiring the use of permitted characters only in the name; preventing the registration of a name the same as one on Companies House index of company names; requiring evidence of appropriate authorisation to use a sensitive word in a name or to adopt a name suggesting a connection to HM Government or certain other public bodies and preventing the use of offensive names
If an overseas company’s application to register an alternative name does not meet all the requirements it will be rejected and the company will be asked to choose a different name
Overseas companies wishing to change their alternative name or change their corporate name to an alternative name should file a ‘Registration of change of name of overseas company as registered in the UK’ (form OS NM01). Please note a fee of £10 is payable with this form and if it is not included the document will be rejected.
A 'Same Day' service is available for a fee of £50. If we receive the form
OSNM01 before 3pm (Monday-Friday) and accept the name and documents, we will issue a change of name certificate on that day. If you deliver your
'Same Day' documents by post or courier please ensure you mark the outside of the envelope clearly with 'Same Day Change of Name'.
6. What rules apply to the names of overseas companies incorporated outside the EEA?

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 8 of 22

The registration of corporate or alternative names for overseas companies incorporated outside the EEA is subject to a range of controls and restrictions.
These include requiring the use of permitted characters only in the name; preventing the registration of a name the same as one on Companies House index of company names; requiring evidence of appropriate authorisation to use a sensitive word in a name or to adopt a name suggesting a connection to
Her Majesty’s Government or certain other public bodies and preventing the use of offensive names. If an overseas company’s application to register a name does not meet all the restrictions it will be rejected and the company will be asked to choose a different name.
Overseas companies wishing to change their registered corporate or alternative name (including from corporate to alternative and vice versa) should do so on form OS NM01. Please note a fee of £10 is payable with this form and if it is not included the document will be rejected. A 'Same Day' service is available for a fee of £50 (this service is not available at the London
Office). If we receive the form OSNM01 before 3pm (Monday-Friday) and accept the name and documents, we will issue a change of name certificate on that day. If you deliver your 'Same Day' documents by post or courier please ensure you mark the outside of the envelope clearly with 'Same Day
Change of Name'.
7. What rules apply to the names of UK establishments?
An overseas company can choose a different name for its UK establishment.
If a different name is chosen it must comply with rules for business names set out in Part 41 Companies Act 2006. These include requiring evidence of appropriate authorisation to use a sensitive word in a name or to adopt a name suggesting a connection to Her Majesty’s Government or certain other public bodies. If you are unable to justify the establishment name, you will need to provide a written declaration that it will not be used on stationery, advertising etc in the UK.
Further information on business names can be found in our Incorporation and
Names guide (GP1).
Chapter 3
Delivery requirements
1. After registration, do overseas companies need to send other documents to Companies House?
An overseas company should notify Companies House of any changes to the original information delivered for registration as and when changes occur. This includes changes to:


company information such as accounting requirements or the extent of the powers of directors or secretaries to represent a company

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 9 of 22



UK establishment name, address or the business activities



company constitution



details of directors, secretaries or persons authorised to accept service or represent the company



change of corporate or alternative name registered in the UK (see chapter 2, question 5)

An overseas company must deliver forms notifying any changes in particulars of the overseas company or the UK establishment to Companies House. In respect of changes affecting a UK establishment the change must be notified 21 days after the alteration is made. In the case of a change affecting the overseas company, the notifying form must be delivered within 21 days after the date on which notice of the alteration could have been received by post in the UK (if dispatched with due diligence). You can download the appropriate form from our website. 2. 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,


whether 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)

A £20 fee applies to all overseas companies with a UK establishment that deliver accounting documents to Companies House. If the correct fee is not included the accounting documents will be returned.
3. 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.
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 10 of 22

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.
Accounting documents include the accounts of the company for a financial period; any annual report of the directors; any auditor’s report on the accounts and director’s report.
Where overseas companies deliver accounting documents to Companies
House they must be accompanied by form OS AA01 containing the following information: •

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.
4. Companies not required to prepare and disclose accounts under parent law
Some overseas companies 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 and 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’s parent law (provided the content of

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 11 of 22

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’s 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’s 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.
5. 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. The requirements relating to credit or financial institutions are beyond the scope of this booklet but can be found in Part 6 of Overseas Companies Regulations 2009/1801.
6. What is a credit institution?
A ‘credit institution’ is defined in the Companies Act 2006 by cross reference to a European Directive on the taking up and pursuit of the business of credit institutions (2006/46/EC) and is either,


an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account



an undertaking which issues means of payment in the form of electronic money

It can be a company but may be some other form of entity.
7. What is a financial institution?
‘Financial institution’ is defined in the Companies Act 2006 by cross reference to Article 1 of the Bank Branches Directive (89/117/EEC). This definition does not provide a definition itself but instead relies on the definition of financial
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 12 of 22

institution in Directive 2000/12/EC relating to the taking up and pursuit of the business of credit institutions. Our interpretation of a financial institution is the following, •

it can be a company but may be some other form of entity



it is not a credit institution



the principal activity of a financial institution is to acquire holdings or undertake one or more of these activities: lending financial leasing money transmission services issuing and administering means of payment (e.g. credit cards, travellers' cheques and bankers' drafts) o guarantees and commitments o trading for own account or for account of customers in (a) money market instruments (cheques, bills, certificates of deposit, etc.) (b) foreign exchange; (c) financial futures and options; (d) exchange and interest-rate instruments; (e) transferable securities o participation in securities issues and the provision of services related to such issues o advice to undertakings on capital structure, industrial strategy and related questions and advice as well as services relating to mergers and the purchase of undertakings o money broking o portfolio management and advice o safekeeping and administration of securities o o o o

8. 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 (Execution of Documents and
Registration of Charges) Regulations 2009 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. A charge may be registered by the overseas company or the person interested in the charge
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 13 of 22

by submitting Form OS MG01 to Companies House with a certified copy of the instrument (if any) with the registration fee of £13. Part 1 of the form OS
MG01 (overseas company details) must be completed with the following details: •

Overseas company number with one of the following prefixes o ‘FC’ for all overseas companies registered on or after 1 October
2009 and for overseas companies registered in England and
Wales before 1 October 2009

o

‘SF’ for overseas companies registered in Scotland before 1
October 2009

o

‘NF’ for overseas companies registered in Northern Ireland before 1
October 2009

Please note the UK establishment name and ‘BR’ number will not be accepted on the form OS MG01


Overseas company name as it is registered in the UK. Overseas companies that have chosen to use an alternative name to carry on business in the UK must use this name on the form.

Further information about the registration of charges can be found in the
‘Overseas Companies (Execution of Documents and Registration of Charges)
Regulations 2009/1917 and The Overseas Companies (Execution of
Documents and Registration of Charges) (Amendment) Regulations 2011.
The registrar will continue to accept statements of satisfaction for any registered charges created prior to 1 October 2011.
Chapter 4
Changing the accounting reference date or accounting requirements
1. How do I change the accounting reference date or accounting requirements? •



Companies formed outside the EEA required to prepare, audit and disclose accounts under parent law
A company formed outside the EEA required to prepare, audit and disclose accounts under parent law must complete form OS CH02 to change its legal form and/or accounting requirements.
Companies formed outside the EEA NOT required to prepare, audit and disclose accounts under parent law
A company formed outside the EEA not required to prepare, audit and disclose accounts under parent law would be allocated an accounting reference date (ARD) by Companies House on registration (month end of the UK establishment opening date). To change the ARD, please file

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 14 of 22

form AA01 Change of accounting reference date.


Companies formed in the EEA
A company formed in the EEA is not required to inform Companies
House of its accounting requirements. If the company volunteered this information on registration it may change the ARD by filing form OS
CH02.

Chapter 5
Disclosure requirements
1. Must overseas company information be displayed at its business premises? An overseas company that carries on business in the UK should display a sign with its company name (the name registered at Companies House) and the country in which it is incorporated at:


every location in the UK at which it carries on business (unless it is primarily used for living accommodation or if the company’s activities are likely to attract violent objections)



the service address of every person resident in the UK authorised to accept service of document on behalf of the company

The company must display the sign with its company name and country of incorporation: •

in characters that can be read with the naked eye



in such a way that visitors to that office, place or location may easily see it

• continuously (i.e. not only during business hours), but if the location is shared by six or more companies, each such company is only required to display its registered name for at least fifteen continuous seconds at least once in every three minutes
2. Which business communications need to show the overseas company name?
Every overseas company that carries on business in the UK must include the company’s name in all forms of business correspondence and documentation used for carrying on business activities in the UK, whether in hard copy or electronic, including:


business letters, notices and other official publications



business emails

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 15 of 22



bills of exchange, promissory notes, endorsements and order forms



cheques purporting to be signed by or on behalf of the company, order forms •

orders for money, goods or services purporting to be signed by or on behalf of the company



bills of parcels, invoices and other demands for payments, receipts, and letters of credit



applications for licenses to carry on a trade or activity, bills of parcel



its websites

3. What details need to be displayed on business letters, order forms and websites?
An overseas company with a UK establishment in respect of which it has registered at Companies House must state the following particulars on all business letters, order forms and websites that are used in carrying on business in the UK:


where the establishment is registered



its registered number

An overseas company that is not incorporated in the EEA must also state the following particulars on all business letters, order forms and websites:


the company’s country of incorporation



the identity of the registry, if any, in which the company is registered in its country of incorporation



if applicable, the number with which the company is registered in that registry •

the location of its head office



the legal form of the company



whether the liability of the members of the company is limited, whether the company is limited



if applicable, whether the company is being wound up or is subject to other insolvency proceedings



if there is a reference to the amount of share capital on business letters, order forms or websites, the reference must be shown as paid up share capital

The disclosure of all this information must be in characters that can be read with the naked eye.
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 16 of 22

4. Do overseas companies have to display directors' names on business letters? If a company decides to include the name of a director or directors (other than in the text or as a signatory) on business letters it must disclose the names of all the directors. In the case of a body corporate or legal person, it must disclose its corporate or firm name.
The disclosure of this information must be in characters that can be read with the naked eye.
Chapter 6
Insolvency, winding up and closure
1. What happens if an overseas company is subject to insolvency proceedings? If an overseas company has a UK establishment and is being wound up under laws outside the UK it must file a ‘Notice of winding up of an overseas company (form OS LQ03) with Companies House. If the winding up began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. Otherwise the company has 14 days after the date on which the winding up begins to deliver the form.
Depending on the nature of the winding up or other insolvency proceedings there are further notification requirements to Companies House. These are detailed below.
An overseas company can be wound up under the provisions of UK law
(Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989), but such circumstances are outside the scope of this guidance.
2. Appointment of a liquidator
A person appointed as the liquidator of a company must file a ‘Notice of appointment of a liquidator of an overseas company (form OS LQ01) containing the following particulars:


liquidator’s name and address



date of the appointment



a description of such of the person’s powers, if any, as are derived otherwise than from the general law or the company’s constitution

If the liquidator was appointed before the company had a UK establishment, the form OS LQ01 must be delivered to Companies House 1 month after the
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 17 of 22

company first opens a UK establishment. If the company has a UK establishment, the liquidator must notify Companies House within 14 days of his appointment.
On termination of the winding up or on the company ceasing to be registered which has legal significance, the liquidator must file a ‘Notice of termination of winding up of an overseas company’ (form OS DS02) to Companies House.
The form must be delivered within 14 days of either event.
3. Insolvency proceedings (other than winding up)
Where an overseas company with a UK establishment becomes subject to insolvency proceedings (other than winding up), it must send a ‘Notice by an overseas company which becomes subject to proceedings relating to insolvency’ (form OS LQ02) to Companies House. If the insolvency proceedings began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. If the company had a UK establishment, the company has 14 days after the date it becomes subject to the insolvency proceedings to deliver the form.
When a company ceases to be subject to insolvency proceedings, it must file a ‘Notice by an overseas company on cessation of proceedings relating to insolvency’ (form OS LQ04) stating when the company ceased to be subject to proceedings. It must deliver the form no later than 14 days from the date on which it ceases to be subject to the proceedings.
4. Notice of appointment of a judicial factor in Scotland
If a judicial factor is appointed, he must file an ‘Appointment of judicial factor
(Scotland) for an overseas company’ (form OS AP06) within 14 days of his appointment. The form requires specific particulars to be given to Companies
House. He must also give notice of any change in the address for service by filing a ‘Change of service address for a judicial factor (Scotland) of an overseas company’ (form OS CH08). If the appointment of a judicial factor is terminated he must file a ‘Termination of appointment of judicial factor
(Scotland) of an overseas company’ (form OS TM04).
5. What if the company closes a UK establishment?
If an overseas company closes a UK establishment that is registered at
Companies House, it must file a ‘Notice of closure of a UK establishment of an over seas company’ (form OS DS01). Once this document has been registered by Companies House, the company is no longer obliged to deliver documents in respect of that UK establishment.
Chapter 7
Quality of documents
1. What happens to the documents I send to Companies House?

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 18 of 22

We scan the documents and forms you deliver to us to produce an electronic image. Then we store the original paper documents and use the electronic image as the working document.
When a customer searches the company record, they see the electronic image reproduced on-line. So it is important not only that the original is legible, but that it can also produce a clear copy.
This chapter sets out some guidelines to follow when preparing a document for filing at Companies House.
2. How should I set out documents?
Paper documents
Generally, every paper document sent to Companies House must state in a prominent position the registered name and number of the company. There are a few exceptions to this rule, which are set out in the published registrar’s rules. Paper documents should be on A4 size, plain white paper with a matt finish.
The text should be black, clear, legible, and of uniform density. Letters and numbers must be clear and legible so that we can make an acceptable copy of the document. The following guidelines may help:
Please note: currently overseas company forms and documents cannot be filed electronically.
When you fill in a form please:


use black ink or black type



use bold lettering (some elegant thin typefaces and pens give poor quality copies)



don't send a carbon copy



don't use a dot matrix printer



remember - photocopies can result in a grey shade that will not scan well When you complete other documents, please remember


the points already made relating to completing forms



to use A4 size paper with a good margin



to supply them in portrait format (that is with the shorter edge across the top)



to include the company number and name

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 19 of 22

Glossy accounts
If you are producing colour printed glossy accounts with pictures, please save them for your shareholders and others who will appreciate them. We still need black on white with a matt finish. A typed, unbound version of a printer's proof is ideal, provided it has the necessary signatures.
Each year around 6,000 sets of accounts are rejected due to inadequate legibility. The top 3 reasons include:


Glossy accounts



Shading over figure work e.g. to differentiate between the financial year in question and the previous year



Poor print quality

3. Where can I find out more about this?
For further guidance on print requirements please visit our website or email your enquiry or telephone 0303 1234 500
Chapter 8
Further information
1. How do I deliver information to Companies House?
For full details of all the ways of delivering documents to Companies House, electronically or on paper, please refer to the registrar’s rules on the subject which appear on our website.
If you are delivering documents by post, courier, Document Exchange Service
(DX) or in Scotland LP (Legal Post in Scotland) and would like a receipt,
Companies House will provide an acknowledgement if you enclose a copy of your covering letter with a pre-paid addressed return envelope. We will barcode your copy letter with the date of receipt and return it to you in the envelope provided.
Please note: an acknowledgement of receipt does not mean that a document has been accepted for registration at Companies House.
Please Note: Companies House does not accept any statutory documents by fax, PDF (except for electronically filed certified copies of charge instruments) or by email.
2. Do I have to pay to file documents at Companies House?
You do not have to pay a fee for many of the documents that you have to send to Companies House, but some do require a fee. For full details you
GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 20 of 22

should refer to our website.
3. Can I file documents in other languages?
As a general rule the law requires that companies deliver documents sent to
Companies House in English. There are exceptions as detailed below.
Companies can deliver the following documents in other languages if the document is accompanied by a certified translation into English:


certified copy of the constitution



copies of accounting documents



charge instruments (or copy charge instruments)

In addition overseas companies may also file certified voluntary translations of any document that is required to be delivered to Companies House. The voluntary translation must relate to a document delivered to Companies
House on or after 1 January 2007. Voluntary translations can only be filed in an official language of the European Union and must be accompanied by form
VT01.
4. Where do I get forms and guidance?
This is one booklet in a series of Companies House guides which provide a simple guide to the Companies Act 2006.
All statutory forms and guides are available, free of charge from Companies
House. The quickest way to get them is through our website or by telephoning
0303 1234 500.
You can also obtain forms from company law stationers, accountants, solicitors and company formation agents.

GPO1 March 2015 – Version 3.1

Companies Act 2006

Page 21 of 22

how to contact us contact centre: 0303 1234 500
(for training and quality purposes your call may be monitored)

mini-com: 029 2038 1245 enquiries@companieshouse.gov.uk www.gov.uk/companieshouse
Cardiff:

Companies House
Crown Way
Cardiff CF14 3UZ

Edinburgh:

Companies House
4th Floor, Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF

London:

Companies House
4 Abbey Orchard Street
Westminster
London SW1P 2HT

Belfast:

Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
Northern Ireland BT2 8BG

Version 3.1 (03/15)

Similar Documents

Premium Essay

Are Us Companies at an Ethical Disadvantage When Doing Business Overseas?

...Are US Companies at an ethical disadvantage when doing business overseas? Whether or not US companies are at a disadvantage when dealing overseas has remain a focal point for several years since the passing of The Foreign Corrupt Practices Act (FCPA) in 1977, as bribery has become more common place in the business world with the current trend towards globalization. Despite efforts in the US trying to hold US companies at higher standards, bribery is not considered unethical around the world (De George, 1986). In many foreign countries, bribery is considered the standard medium for businesses transactions and is even allowed to be deducted as legitimate business expenses for accounting purposes, giving legitimacy to the practice. The US Department of Commerce has estimated that foreign companies have used bribes to beat out US companies out of more than $45 billion of international business between1994 to 2000 (Hodgetts, 2000). Bribery is usually defined as the “remuneration for the performance of an act that is inconsistent with the work contract or the nature of the work one has been hired to perform” (Shaw, 1989). Research suggests that bribery is more prevalent in developing countries; however, developed countries (including individualistic countries) also suffer from unethical issues (Shaw, 1989). Recently, American executives at Lindsey Manufacturing Company became the first to be convicted of foreign bribery in more than 34 years of the passing of FCPA (Fulbright & Jaworski...

Words: 480 - Pages: 2

Premium Essay

Mary K

...the application of its U.S. style one-on-one, personal, and direct selling strategy to countries outside the U.S. did not always work well because it did not fit local culture and customs. 2. Pricing: MKC’s overseas pricing strategy was a replicate of its U.S. strategy without much consideration of the local market condition such as the income level and buying power of the customers living in those less developed countries. 3. Communication: There are many layers within the company’s organizational structure that caused communication and decision issue between its headquarter, regional offices, and local subsides. 4. Products: MKC’s product line has 225 SKUs while Avon has 1500 SKUs. Considering the type of skin of Americans as opposed to Asians, MKC provided limited selections for its overseas customers to choose from. 5. Brand awareness: MKC has a poor image overseas. Dandurand blamed the company did not provide sufficient marketing resources to develop its brand. According to the case, a market research conducted in 1993 indicated that “MKC was perceived by some Canadian consumers as out of state What criteria should MKC use in deciding how to prioritize foreign market entry opportunities? Need Reliable Data Entry Company, You can hire a expert outsourcing company for data entry service, they can handle many of...

Words: 749 - Pages: 3

Free Essay

Overseas Chinese

...OVERSEAS CHINESE TABLE INTRODUCTION: Defining overseas Chinese 4 UNDERSTANDING OVERSEAS CHINESE A. History and cultural background 1. Southeast Asia 2. North America 3. Europe 4. Chinatowns B. The reasons for immigrating abroad 1. Political reasons 2. Economic and social reasons C. Current status 1. Population distribution 2. Southeast Asia a. The overseas Chinese’s paradox b. The Indonesian case 3. The United States 4. Europe BUSINESS WORLD OF CHINESE A. Rise of Global Chinese Companies & Huaqiao B. Regional Analysis 1. Asia 2. The United States 3. Europe C. Size of Chinese Capital Worldwide SUCCESS OF OVERSEAS CHINESE A. The Business Style B. The Downside of their Business Style THE CHANGES IN THE OVERSEAS CHINSESE SOCIETY A. Old and New Generation: How are they Different? B. The New Business of the New Generation C. The New Trend in the Chinese Immigration CONCLUSION A. Future Outlook of the Hua Qiao B. The opportunity to work with Overseas Chinese: WCEC 2005 in Seoul Introduction Defining overseas Chinese Overseas Chinese are ethnic Chinese people who live outside of China. China, in this usage, may refer to Greater China including territory currently administered by the rival governments of the People's Republic of China and the Republic of China as per traditional definitions of the term prior to the Chinese civil war, or only to the People's Republic of China by some quarters. In addition, the government of the Republic of China granted residents...

Words: 7862 - Pages: 32

Free Essay

Impacts of Migration: Focus on the Philippines

...OUTLINE: Topic - Impact of Migration: Focus on Philippines I. Introduction Ia. Defining Migration a.1 Kinds of Migration a.2 Who are Migrants a.3 Factors of Migration a.4 Reasons for Migration II. Review of Related Literature III. History of Migration and its Policies III.a. Migration Policies - Critique III.b. Statistics        b.1.Number of Migrants b.2.Main destinations b.3.Occupations b.4.Sex b.5.Remittances III.c. Case Study c.1. Flor Contemplacion c.2. Angelo Dela Cruz c.3. Rodelio “Dondon” Lanuza IV. Impact of Saudization to Filipino OFWs V. Impact of Migration    V.a. Impact of Migration to the Sending State a.1 Positive effects a.2 Negative effects   V.b. Impact of Migration to the Receiving State       b.1. Positive effects b.2. Negative effects   VI. Implication of the Effects to the Philippines (Actions made to combat negative migration effects)   VII. Implications of Migration to the Youth - Youth Migration VIII. Migration and Filipino Family Life, Society and Culture VIII.a. Effects on the family of an OFW VIII.b. Migration and Filipino Society IX. Solving Migration Problems X. Conclusion      I. Introduction What is migration...

Words: 14243 - Pages: 57

Premium Essay

Helping Distressed Ofws Bounce Back

...Helping distressed OFWs bounce back TO WHAT extend are you willing to earn a living? Ronald Espiritu, a 33-year-old oversea Filipino worker (OFW) based in Miami, Florida endured hunger, fatigue, and worse, a measly salary—way below the minimum wage—just to make a living, according to a report in Pinoy-OFW.com. Along with a group of fellow Filipino workers, Espiritu may have had never seen daylight outside W South Beach hotel, Lincoln Road’s Quattro Italian restaurant, and Admiral’s Cove country club in Jupiter where he worked 100 hours weekly as a waiter and bellboy. His nights weren’t any better. As if there was enough time for a recommended eight-hour sleep, Espiritu always returned to a small barrack, where he and several other Filipinos were compressed like solid molecules, organized by the employment agency which brought him in Miami. But did money make it all worth while? Not really. Espiritu was paid only $6 per hour, which is below the minimum wage of $7.67. And sometimes, according to Espiritu, they weren’t paid at all. Espiritu and his fellow countrymen abroad was a clear victim of human trafficking, which is common to Filipinos. One million Filipinos migrate abroad every year for work opportunites, while 10 million Filipinos currently live and work abroad, according to the International Labor Organization. Meanwhile, a report commissioned by U.S. Secretary of State Hilary Clinton titled “2011 U.S. Department of State Trafficking in Persons Report” placed...

Words: 666 - Pages: 3

Premium Essay

Business

...tale, aiming to make it easier for children and their mothers to remember its name; and because it suggested luck and prosperity. Over the years, Goldilocks did prosper, but not due to mere luck. The sisters’ dedication, hard work and business sensibilities led to a second branch just two years after the pioneering outlet began operating. From ten employees and two display stands, Goldilocks has become a global brand, expanding to over a total of 250 stores in the Philippines and overseas; and hiring thousands of local employees. The opening day total sales of P574 back in 1966 has multiplied thousand of times over, reaching a system-wide sales of P5.9 billion by the end of 2007. THE MARKET For the most Filipinos, the Goldilocks fairytale has two versions: a golden-haired lass who encounters the three bears, and the bakeshop that has become an integral part of the Filipino way of life. Now on its 42nd year, Goldilocks remains that company and more. At the forefront of its industry, the company enjoys a substantial lead over competitors in all aspects of performance. National consumer surveys have consistently identified Goldilocks as...

Words: 2023 - Pages: 9

Premium Essay

Brand Management

...Social Costs of Migration Migration is not something new among Filipinos. Initially, migration was for contractual Filipino engineers and/or doctors whose expertise was needed in other countries – mostly in the Middle East. At present, however, some Filipino workers choose to be underemployed in foreign countries for any the following reasons: Foreign employers pay better than Filipino employers; there are better job opportunities overseas; a lot of the companies in the Philippines are full and do not accept new employees; to be able to provide for the family’s needs, etc. The expected gap in the income between developed countries and the country of origin is a motivation for workers to migrate (Vargas-Silva, 2011). The negative effects of migration will be discussed in this paragraph. First, these migrants contribute to brain drain. These skilled workers choose to offer their skills and services for the economic betterment of other countries and not his/her own country’s (Docquier et al., 2010). Second, the overseas Filipino worker has to leave her family and friends behind in his/her country of origin while he/she works in a foreign country to meet the needs of his/her family. Third, some workers settle for less than what they deserve – by this, I mean, underemployment. For example, some people who have graduated as doctors in the Philippines can find no jobs here, so they would rather work abroad as nurses (Ruiz, 2004). Fourth, Filipino migrants often face racial...

Words: 543 - Pages: 3

Free Essay

Chinese Diaspora

...UNDERSTANDING OVERSEAS CHINESE A. History and cultural background 1. Southeast Asia 2. North America 3. Europe 4. Chinatowns B. The reasons for immigrating abroad 1. Political reasons 2. Economic and social reasons C. Current status 1. Population distribution 2. Southeast Asia a. The overseas Chinese’s paradox b. The Indonesian case 3. The United States 4. Europe BUSINESS WORLD OF CHINESE A. Rise of Global Chinese Companies & Huaqiao B. Regional Analysis 1. Asia 2. The United States 3. Europe C. Size of Chinese Capital Worldwide SUCCESS OF OVERSEAS CHINESE A. The Business Style B. The Downside of their Business Style THE CHANGES IN THE OVERSEAS CHINSESE SOCIETY A. Old and New Generation: How are they Different? B. The New Business of the New Generation C. The New Trend in the Chinese Immigration CONCLUSION A. Future Outlook of the Hua Qiao B. The opportunity to work with Overseas Chinese: WCEC 2005 in Seoul Introduction Defining overseas Chinese Overseas Chinese are ethnic Chinese people who live outside of China. China, in this usage, may refer to Greater China including territory currently administered by the rival governments of the People's Republic of China and the Republic of China as per traditional definitions of the term prior to the Chinese civil war, or only to the People's Republic of China by some quarters. In addition, the government of the Republic of China granted residents of Hong Kong and Macau "overseas Chinese status" prior to their respective...

Words: 313 - Pages: 2

Premium Essay

Employment Relations

...Most ethnic Chinese share a common Confucian legacy with the Japanese and Koreans, but the way the Asian Chinese run their organizations, differs from them. The unique way that the Chinese business system operates is known as ‘overseas Chinese management’ (Petzall, Abbott & Timo 2007). Although both the Japanese and Koreans and the Asian Chinese are collectivist, community is more important to the former, while family ties and ‘guanxi’ are more significant to the latter (Petzall, Abbott & Timo 2007). ‘Guanxi’ is a special relationship between two individuals due to the existence of particularistic ties who are obliged to maintain a long-term relationship with mutual commitment and loyalty (Chen & Chen 2004). Overseas Chinese management is practiced by ethnic Chinese nationals in Singapore, Malaysia, Hong Kong, and other Asian countries who run their own businesses. According to Petzall, Abbott and Timo (2007), these traditional Chinese family firms are usually small-scaled businesses that employ no more than 200 people. Being small-scaled, there is little need for labour specialization and a high degree of structure and formality within the organization. Thus, there are few rules and standard procedures and low files and records in such small family businesses. Although there is no clear hierarchy of authority, the assumed important positions like owners, executives and managerial roles are held by family members and by others who have that special ‘guanxi’. Decision-making...

Words: 2585 - Pages: 11

Premium Essay

Teradyne: on the Road to China

...Teradyne, Inc. is an American company that sells automatic test equipment, along with service contracts to cover the downtime and repair of these complex products. Founded in 1960, Teradyne was the leader in automatic test equipment until 2006. The company is structured in four divisions, each one with its own management and internal structure: Broadland Test, Assembly Test, Semiconductor Test and Vehicle Diagnostic Solutions. Although Teradyne’s headquarters are located in Boston, its divisions are headquartered in Illinois and North Reading, in U.S.A., and Manchester in UK. Over the years the importance of Asia in the electronics industry grew amazingly, especially China, which dominated the industry’s growth at greater than 20 percent of sales in the 2002-2005. While Europe and the Americas were expected to grow 3 percent per year from 2005-2008, it was expected that China would grow 12 percent per year during the same period – China’s importance in the market was expected to grow from less than a tenth in 2002 to over a third in 2008. As a result of this incredible growth, Teradyne built a facility in Shanghai. However, despite the industry’s growth in the Chinese territory, in late 2003 the Teradyne’s market share in China was only one third of what it was in Europe and North America. Jeff Hotchkiss, president of Teradyne’s Assembly Test Division, was sent to Shanghai to find and solve the problem. I. Recognizing the Problem There are several problems in Teradyne’s...

Words: 1081 - Pages: 5

Premium Essay

Promote Products & Services

...Project One Activity 1 The four countries I have selected from the given groups include China, United Kingdom, United States and Nigeria. Group 1~ China Demographics China has the largest population in the world. “One Child Policy” has been implemented in China since 1979 which have helped to prevent an extra 400 million births to the country. According to the fifth Census, China’s population was 1.3 billion. China has 1 majority which is called “Han” and 55 minorities. Economic system In the first 30 years after the founding of the PRC in 1949, China’s economic system was planned economy. In 1978, the household contract responsibility system was introduced in the rural area. In 1984, the economic restructuring shifted from the rural areas to the cities. In 1992, China established the socialist market economic system. Culture and Social Structure China’s history is more than 5000 years with diverse customs and traditions. Every ethnic group has its own culture, even some have their own languages and words. There are many dialects in China, and the main language is Mandarin. People’s tastes are varied as well. People from the South prefer sweet, people from the North prefer salty, while Eastern people like spicy and Western people like sour. Legislative System China's legislation includes the legislation of the National People's Congress and its Standing Committee, regulation making by the State Council and its relevant departments, as well as the legislation...

Words: 5978 - Pages: 24

Free Essay

China - Africa

...Chinese Immigration in Africa To talk about Chinese immigration in Africa we have to present first the ties that link China with the continent. Modern political and economic relations began in the era of Mao Zedong, the first leader of the Chinese Communist Party, following the Chinese Civil War. His Chinese international policy paved the way to both modern Chinese-African relations and immigration trends. In 1956 China signed the first official bilateral agreement with African countries (Egypt, Algeria, Morocco, Sudan, and Guinea); it focused primarily on trade relations. By the 1960s, 19 African countries had official ties to Beijing. To help cement new diplomatic relations, Mao sent a number of Chinese to the continent in the 1960s, as well as 150,000 technicians between the 1950s and 1970s, to work in agriculture, technology, and infrastructure. Most returned to China after completing their contracts. Those were not the first wave of immigrants coming from China to Africa. For that we have to go way back in the 17th century. The first Chinese immigration took place in South Africa. They were prisoners, usually debtors, exiled from Batavia by the Dutch to their then newly founded colony at Cape Town in 1660. From that time until the late 19th century the number of Chinese people in the Cape Colony never exceeded 100. Chinese people began arriving in large numbers in South Africa in the 1870s through to the early 20th century initially in hopes of making their fortune on the...

Words: 932 - Pages: 4

Free Essay

Illegal Recruitment Law in the Philippines

...- - - - - x     D E C I S I O N     AUSTRIA-MARTINEZ, J.:            Before the Court is an appeal from the Decision[1] dated August 31, 2005 of the Court of Appeals (CA) in CA-G.R. C.R. No. 00244 affirming the Judgment of the Regional Trial Court (RTC), Branch 19, Naga City in Criminal Case No. 98-7182, convicting Antonio Nogra (appellant) of large scale illegal recruitment under Section 6(m) in relation to Section 7(b) of Republic Act No. 8042 (R.A. No. 8042),[2] otherwise known as the “Migrant Workers and Overseas Filipinos Act of 1995.”[3]          The inculpatory portion of the Information charging one Lorna G. Orciga and appellant with large scale illegal recruitment reads as follows:            That sometime during the period of March 1997 to November, 1997 in the City of Naga, Philippines, and within the jurisdiction of this Honorable Court, the above-named accused, being the General Manager and Operations Manager of LORAN INTERNATIONAL OVERSEAS RECRUITMENT CO., LTD., with office at Concepcion Grande, Naga City, conspiring, confederating together and mutually helping each other, representing themselves to have the capacity to contract, enlist, hire and transport Filipino workers for employment abroad, did then and...

Words: 3915 - Pages: 16

Free Essay

Toll Brothers

...strategy containing a lot of errors and haphazard would mean dissolving the company into nothing in the coming future. Also I would also not suggest hiring an HRM specialist that also from another firm because the Company cannot afford to take such risks in handling such high paid workers who needs a suitable working environment with hardworking team-mates. So the best thing to do is to slowly progress to achieve their targets by improving their human resource quality and services. There are lot of mistakes that were made by the company during the assignment of James in China which included mistakes in their reservations and other transfer facilities. These are uncared part of operations by the Company in the overseas. This is due to un-trained workers who lack the knowledge of the importance of such projects and those who don’t understand the diversity in overseas management. Therefore I suggest Controls Inc. to carefully analyze their staffs or recruits and train them well before assigning such tasks so as to make things comfortable for people like James who are enthusiastic about such projects. These small things such as language translation, accommodation and so on, if are managed badly; it affects their flow of work. Controls Inc. also has expanded very rapidly during their age of progression which has made it hard to manage all their branches especially in the overseas. Branches or JV’s in the overseas where taken very less care. The team sent to China to find a suitable JV...

Words: 1375 - Pages: 6

Premium Essay

Research

...ITRODUCTION Rapid change in economic and political conditions in China, India, and other countries has already begun to affect corporate planning for the engineering workforce in the U.S. To remain competitive in the ever-changing global workforce, American engineers must develop broader perspectives and new teamwork and entrepreneurial competencies to supplement preparation in the traditional technical subjects. Although a semester-long study-abroad experience is a valuable part of an educational program aimed at providing these competencies, this paper discusses the value of supplementing such programs with broader and more comprehensive approaches. In particular, a program with distributed and progressive experiences in teamwork, entrepreneurial thinking, and pervasive design and innovation experiences are described. It’s no secret that the traditional perception of engineering students is a routine of working all day and rarely having any time for play. Let’s face it, for any diligent undergrad, hard work should be the standard, but our friends toiling away in their math and science lectures also need something other than textbooks and laboratory work to mix up their day to day activities. Enrolling in an engineering study abroad program is the perfect way to balance out all of that academic pain with some adventure and fun. There are all types of engineers and all types of engineering programs; so it makes sense that you can study engineering almost anywhere in the world...

Words: 1378 - Pages: 6