[ESTABLISHING A BUSINESS ENTITY IN ENGLAND] 168
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 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. 2.3 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 also lead to restrictions on the ability of the overseas entity to make a disposition of the property
ILN Corporate Group – Establishing a Business Entity Series
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