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Three options have been identified for regulating overseas companies:
Option 1 – to introduce a single “branch” registration regime based on the existing concept of “branches” and the registration requirements set out in the 11th Company Law Directive. (“Branch” implies a more significant presence than a mere place of business).
Option 2 – to introduce a single “place of business” registration regime based on the existing concept of “place of business” and the registration requirements set out in the 11* Company Law Directive. (A “place of business” means a specified or identifiable place at which the company carries on business that has more than a fleeting character; where there is some visible sign or physical indication that the company has a connection with particular premises. Thus “place of business” encompasses both a branch and a presence less substantial than a branch).
Option 3 – to maintain the current dual registration regime: one for “branches” (which implements the 11th Company Law Directive); and one for “places of business” which are not branches. The registration requirements are similar, but not identical under the two regimes, and due to the Directive, slightly more information needs to be provided by those overseas companies subject to the “branch” regime.
Benefit or risk of each option:
Option 1 – introducing a single regime based on the existing concept of “branches” would simplify the registration system and be compatible with the Directive. A single registration regime would remove the need for overseas companies to face complex questions on initial registration and subsequently as to whether their activities here amount to those of a branch or a place of business. Under this option, only those companies establishing businesses considered to be “branches” would be required to register.
Option 2 – introducing a single regime based on the existing concept of “place of business” and the registration requirements set out in the Directive would simplify the regime and be compatible with the Directive. The other benefits stated in paragraph 8 apply equally to this option. There is already a major body of British case law on what constitutes an established place of business and it is clear that the concept of established place of business encompasses branches. This option would therefore simplify the system, without reducing the information that is publicly available, as outlined under Option 1. It would increase slightly the filing requirements for those overseas companies that would currently fall within the “place of business” rather than the “branch” regime.
Option 3 – maintaining the current dual registration regimes would not meet the objective of simplifying the rules. Overseas companies would continue to face complex questions on initial registration and subsequently, and the rules themselves would be more complex. Transitional provisions would also continue to be needed to enable overseas companies to transfer from one regime to the other.
Only Option 2 meets the objective of reforming the law in a simple and effective way compatible with EC requirements, whilst preserving the amount of information published at Companies House about overseas companies that have established a place of business here.
Branch office registration & filling in UK:
Initial Registration. If an overseas company opens a branch in Great Britain then it is required to register its branch with the Registrar of Companies (either the Registrar of Companies for England and Wales, or the Registrar of Companies for Scotland, depending on the location of the branch (the “Registrar”). Within one month of having opened a branch in a part of Great Britain, an overseas company must deliver the following to the Registrar:
– a completed form BR1 containing much detail about the company and its officers;
– a certified copy.
If no business name is given, the corporate name will automatically serve as the branch name.
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