[ESTABLISHING A BUSINESS ENTITY IN ENGLAND] 170
as required by the company's local law. English translations, where appropriate, are required. If the overseas company is not required to prepare, have audited and publicly disclose accounts, it is still required to file accounts as if it were subject to UK law, subject to extensive modifications in that the accounts do not need to be audited, directors' reports are not required and details of directors' remuneration and loans do not have to be disclosed (as would be the case if the overseas company were incorporated in the UK). Such accounts generally have to be filed within 13 months of the end of the relevant financial period. These rules are slightly modified in relation to branches of credit and financial institutions and banks. Company name and stationery An overseas company which carries on business in the UK is required to state its name and country of incorporation and, if it has limited liability, notice of that fact, on all business letters, notices and official publications and to exhibit such information at every place where it carries on business in the UK. Notification of changes The Registrar of Companies must be notified of any changes to the registered particulars of the branch. This must be done within 21 days of the event, if the change relates to the person(s) authorised to accept service, or otherwise within 21 days of the date on which notice of the event could have been received in the UK, if dispatched with due diligence. 2.3 LLPs, LPs, and general partnerships An LLP is registered at Companies House and has similar reporting obligations as a company. Typically, the forms used by an LLP are
variations of the forms prescribed for a company’s use. The main, and probably the most important, distinction is that while articles of association of a company must be placed on the public file at Companies House, the members’ agreement for an LLP is a private document. LPs are also registered at Companies House but only have certain limited reporting obligations. General partnerships are not registered at Companies House and have no reporting obligations. 2.4 Overseas entities owning property Where an overseas entity owns property in the UK it will need to register with Companies House on the Register of Overseas Entities and identify its beneficial owners. Failure to do so can result in criminal sanctions, financial penalties, and lead to restrictions on the ability of the overseas entity to make a disposition of the property or to register the interest in the property at the relevant UK land registry. 3. Competition rules and restrictions Behavioural rules Failure to comply with UK and, where applicable, EU competition law can have serious consequences for businesses operating in the UK. The Competition and Markets Authority ( CMA ) has primary responsibility for the enforcement of the competition law rules in the UK (previously, it exercised these rules in conjunction with the now defunct Office of Fair Trading). The pooling of resources into a single authority has coincided with more robust and active enforcement of the competition law rules. In the UK, two sets of competition law rules apply in parallel. Anti-competitive behaviour which may affect trade within the UK is prohibited by Chapters I and II of the
ILN Corporate Group – Establishing a Business Entity Series
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