Companies House

Overseas Companies FAQs

Q. I am completing a Form OSIN01 (Registration of an overseas company opening a UK establishment). Can I submit the Form to Companies House before the UK establishment has opened?

A. No. The Form OSIN01 cannot be registered at Companies House until the UK establishment has opened.

The Form OSIN01 and accompanying documentation must be filed at Companies House within 1 month of opening the UK establishment.

Q. I am completing a Form OSIN01 to register the opening of a UK establishment of an overseas company. Which section do I need to complete for my company name?

A. If the company is registering under its corporate name (its name in the country incorporation) you will need to complete section A1 of the Form. Section A2 must be left blank.

If the company is registering under an alternative name you will need to complete section A2. Section A1 must be left blank. In Section A2 you must show the corporate name (its name in the country of incorporation) and the alternative name under which the company proposes to carry on business in the UK. If an alternative name is registered it is treated for UK legal purposes as the company’s corporate name and must be used on any forms which are filed at Companies House in the future.

Q. The Form OSIN01 asks for the legal form of the overseas company (Section B3). What information do I need to provide?

A. You will need to show whether or not the company is limited. If applicable, you must also state whether the company is a private or public company. Some examples of an acceptable legal form are private company limited by shares, public limited company, unlimited company and limited liability company.

Q. The Form OSIN01 asks for the governing law of the overseas company (Section B5). What does this mean?

A. This means the relevant rules or legislation which regulate companies in the country in which they are incorporated. The equivalent governing law in the U.K is the Companies Act 2006.

Q. I am completing a Form which requires me to show whether or not the extent of authority of a secretary/director/permanent representative is limited. The authority of the officer of my overseas company is limited. What information do I need to provide?

A. You need to provide a brief description of the limits to the extent of powers of the officer in question to represent the company in dealings with third parties and in legal proceedings. If you are not able to fit the description in the space provided on the Form, you can attach the description on a separate sheet.

If you are making a reference to another document (for example, as set out in the company’s constitution) you will need to attach a copy of that relevant extract to the Form.

Q. I am completing a Form which requires me to show whether or not a secretary/director/permanent representative is authorised to act alone or jointly. The secretary/director/permanent representative of my overseas company is authorised to act jointly with the other officers. Can I state ‘all other board members’ on the Form or am I required to show the names of the people with whom the officer acts jointly?

A. The names of the people with whom the officer acts jointly must be shown in the space provided on the Form. If there is not sufficient space on the Form, a list of the names can be shown on a separate sheet and attached to the Form.

Q. Who can certify copies of the company’s constitutional documents? Who can certify translations into English of constitutional documents or accounts?

A. A secretary or director of the company, permanent representative, or administrator, administrative receiver, receiver manager, receiver or liquidator appointed to the company can certify copies and translations of constitutional documents.

Q. What company number should I use when completing overseas forms?

A. When the form refers to the company number please supply the FC number shown on your certificate of registration of an overseas company issued by Companies House . Please note: for overseas companies registered in Scotland prior to 01/10/2009 the company number will have the prefix SF. For overseas companies registered in Northern Ireland prior to 01/10/2009 the company number will have the prefix NF.

When a Form refers to the UK establishment number, please supply the BR number.

Q. Am I required to submit accounts for an overseas company to Companies House?

A. In most cases overseas companies are required to send accounting documents to Companies House annually.

Further guidance on accounts can be found in the overseas companies’ guidance booklet:

http://www.companieshouse.gov.uk/about/gbhtml/gpo1.shtml

If your overseas company registered a place of business prior to 01/10/2009 and you would like further guidance on the changes to accounting requirements for your company due to implementation of the Companies Act 2006 please contact the Overseas team for further advice on 0303 1234500.

Q. How do I close a UK establishment of an overseas company?

A. To notify us of the closure of a UK Establishment (formerly known as a place of business or branch) please file a Notice of Closure of a UK establishment of an overseas company Form (OSDS01). No fee is required for filing this document.

Q. I need to file accounts with Companies House. Does the 1985 Act or 2006 Act apply to the accounts I want to file?

A. I am a former place of business required to disclose accounts under parent law

Are the accounts made up to 30/09/10 or earlier?

Yes – The 1985 Act applies without a filing fee.

No - Accounts are made up after 01/10/2010 – The 2006 Act applies with the new fee of £20. A form OSAA01 is required to be submitted with accounts filed under the 2006 Act.

I am not required to disclose accounts under parent law

Does the accounting period begin on or before 30/09/09?

Yes – The 1985 Act applies without a filing fee.

No - Accounting period begins after 01/10/09 – The 2006 Act applies with the new fee of £20. The balance sheet must be signed by a director.

I am required to disclose accounts under parent law

Are the accounts disclosed under parent law on or before 30/09/09?

Yes – The 1985 Act applies without a filing fee.

No - Accounts are disclosed under parent law on or after 01/10/2009 – The 2006 Act applies with the new fee of £20. A form OSAA01 is required to be submitted with accounts filed under the 2006 Act.