The Companies Act 2006 will make some changes to the law on overseas companies from 1 October 2009.

Registering a UK establishment The Companies Act 1985 requires all overseas companies that set up a place of business or a branch in Great Britain to register at Companies House. However, there are two separate registration regimes, one applicable to places of business and the other to branches.

The 2006 Act will, through the Overseas Companies Regulations 2009, merge these two regimes. The Regulations will provide a single regime for all overseas companies that carry on business here whether through a place of business or a branch. The registration requirements will closely mirror those that currently apply to branches.

Filing accounts In line with the single regime approach, the Regulations will apply the current branch general rules on filing accounts at Companies House to both branches and places of business. However, there will be some changes. In particular:

  • where an overseas company has to prepare and disclose accounts under its home law, the Regulations will require more transparent disclosure of the applicable law and accounting and audit standards;
  • where an overseas company does not have to prepare and disclose accounts under its home law, the applicable rules will be more straightforward.  

Protected information The 2006 Act regime will protect information about the residential addresses of directors and permanent representatives of registered overseas companies on the same basis as directors of UK companies.

Trading disclosures The rules on trading disclosures (i.e. displaying and stating an overseas company's name and other details) will be more closely aligned to those that apply to UK companies.

Company charges There will be an important change to the rules on overseas companies registering charges at Companies House. Under the new regime only an overseas company that has a place of business or branch registered at Companies House when it creates a charge over UK assets will have to register the charge. This change will remove the current need for so-called Slavenburg registrations by overseas companies which are not registered at Companies House. The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 set out the new regime.

Transitional rules As part of the transition from the 1985 Act regime to the 2006 Act regime registered overseas companies will have to provide a transitional return to Companies House by 31 March 2010. The Department of Business, Innovation and Skills will publish guidance before 1 October 2009.