[ESTABLISHING A BUSINESS ENTITY IN ENGLAND] 166
statement. Failure to comply with this requirement is a criminal offence. Registration of security Particulars of most charges or other security created by a company must be notified to the Registrar of Companies within 21 days beginning with the day after the date of their creation. The failure to register the charge within that 21-day period means that the charge will not be enforceable against a liquidator of that company and, for that reason, lenders will always require the charge to be registered within the 21-day period. Other matters requiring registration The Registrar of Companies must be notified of certain other events in a company’s life, including where: • there are any changes in the details and particulars of the company’s directors, secretary, or registered office; • a new director or secretary is appointed, confirmation of his or her details and consent to act from the director; • shares are allotted, consolidated, sub- divided, redeemed, or repurchased. Certain resolutions passed by a company, e.g. a resolution amending its articles of association, also must be filed with the Registrar. Company name and stationery The company’s name (including the word “Limited” or “Plc”), place of registration, registered number, and registered office, must be set out legibly on all its business letters, notices, cheques, bills of exchange, letters of credit and other financial instruments and on all order forms, invoices, and receipts etc. The company’s VAT number should be shown on all accounting forms, e.g. invoices, orders, and estimates.
The company must paint or affix its name on the outside of each place of business in easily legible characters and in a conspicuous position. 2.2 Branch (UK establishment) Registration of security Particulars of most charges or other security created over property or assets in the UK owned by an overseas company with a branch in the UK must be notified to the Registrar of Companies within 21 days beginning with the day after the date of their creation. Existing charges relating to such property will have to be registered when a branch is set up or charged assets are brought into the UK. Accounts Once a branch has been opened in the UK, the overseas company is subject to continuing obligations to make disclosures of its accounting documents. If the overseas company is required by its local law to prepare, have audited and disclose accounts, the overseas company must deliver to the Registrar of Companies copies of all the accounting documents prepared, audited and disclosed in accordance with its local law within three months from the date on which the accounting documents are first disclosed 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
ILN Corporate Group – Establishing a Business Entity Series
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