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faq Guidance & FAQs FAQs: Company Formation FAQs: Company Names FAQs: Business Names FAQs: Administration & Management FAQs: Annual Return FAQs: Accounting Reference Dates FAQs: Role of a Company Auditor FAQs: Late Filing Penalties FAQs: Dormant Companies FAQs: LLPs Formation and Names FAQs: LLP Management FAQs: Oversea Companies

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WHAT IS A PLACE OF BUSINESS?

A place of business is a premise where there is a physical or visible indication that the company may be contacted there. An overseas company also has to register if it habitually conducts business from a particular location in Great Britain even if there is no physical sign of the company's connection with it.

WHAT COMPANIES DO NOT HAVE TO REGISTER?

Registration is not required if there is no physical location in Great Britain. For example, an independent agent who conducts business on behalf of the company is not a place of business of an oversea company; neither is an occasional location such as a hotel where a director may conduct business during periodic visits to this country. Other types of commercial enterprises (for instance partnerships, limited partnerships, unincorporated bodies or government agencies) cannot register in Great Britain as an oversea company.

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Coddan is one of the foremost and most economical providers of limited companies formation and new business entity registration services in the UK. Coddan is a leading company set-up agent that has expertise in off the shelf companies, ready-made companies, own name company formation as well as company search, credit checking, company secretarial, accounting and bookkeeping, tax advice & charity registration. Simple cost effective limited company set-up. No paper forms to complete, all information provided electronically. Coddan offer a range of services for business, including business company set-up, virtual office services, mailing address, and company secretarial services.

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WHAT DIFFERENT REGIMES ARE THERE FOR REGISTRATION?

There are two regimes for registration in Great Britain. These are: a branch; and a place of business.

A "branch" is part of an overseas limited company organised to conduct business through local representatives in Great Britain rather than referring it abroad. A "place of business" is for companies who cannot register as a branch because:

They are from within the UK (Northern Ireland or Gibraltar). They are not limited companies. Their activities in Great Britain are not sufficient to define it as a branch. Such activities might include internal computer processing, warehousing, or simply a representative office.

HOW DO I REGISTER A BRANCH?

Within one month of establishing a branch in Great Britain you must deliver to the registrar of companies: Completed Form BR1. A certified copy of the company's constitutional documents (Charter, statute, operating agreement, etc.). A copy of the latest set of audited accounts required to be published by parent law; and the current registration fee.

Whether you are starting a new business, setting up a subsidiary or a trading company, creating a new company is an exciting exercise. We can guide you through the process of incorporation and registration, regardless of whether you require a plc, a private limited company, branch or a company for name protection purposes. We can ensure that your company is set up to meet the needs of both the shareholders and the company and that all potential requirements will be considered, for example those of lenders. To save you time and money in the future, we will ensure your new company is tailored to your exact requirements.

HOW DO I REGISTER A PLACE OF BUSINESS?

Within one month of establishing a place of business in Great Britain you must deliver to the registrar of companies:

Completed Form 691. A certified copy of the company's constitutional documents (Charter, statute, operating agreement, etc.). The current registration fee.

WHAT ARE CERTIFIED COPIES OF DOCUMENTS?

Constitutional documents and accounts must be in their original language but documents not in English must be accompanied by a certified translation into English. You should note that the certification of the constitution must be made in the country of incorporation. Details of the methods of certification are given in the notes to the forms. (Forms 691 and BR1).

AFTER REGISTRATION DO I NEED TO SEND OTHER DOCUMENTS TO COMPANIES HOUSE?

You should notify Companies House on the prescribed form of any changes to the original information filed as and when it occurs. The forms required are:

For branch registrations: Form BR2 - Changes to the constitutional documents of an oversea company. Form BR3 - Changes to the company details, including the head office address, the parent law, the place of registration, and the issued share capital of the company. Form BR4 - Changes of director or secretary or of their particulars. Form BR5 - Change in details of the branch, including address and the nature of the business. Form BR6 - Change of person authorised to accept process of service or to represent the company in the business of the branch, or of their particulars. Form BR7 - Change of branch against which the constitutional documents and accounts of the company are registered. Form 225 - Change of accounting reference date of a company subject to filing accounts under section 700 of the Companies Act 1985.

General Advantages of UK Private Limited Companies: 1. Liability is, in the vast majority of cases, strictly limited to the investments made by the shareholders. 2. Company Officers are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. Limited companies often benefit from greater prestige than their sole proprietorship or partnership counterparts. The reason is because such an enterprise normally requires more planning and thus is deemed more credible. 4. Limited companies often benefit from significant tax advantages. In fact, many countries around the world give exclusive tax incentives to this type of entity. 5. The rights of shareholders are normally clearly defined and protected. 6. Corporate taxes only become payable after the end of the financial year. This means money that would otherwise be taxed on a monthly or quarterly basis, is available to earn further interest before the final payment of tax. 7. You need only appoint one Director and one Shareholder. 8. Directors can be corporate bodies or private individuals. 9. A Director can be of any nationality. 10. All companies must appoint a company Secretary who can be of any nationality. Call any one of our offices: Monday - Friday: 9:30am to 17:30pm +44 (0) 207.637.3881 +44 (0) 800.081.1510 +44 (0) 141.530.8188 +44 (0) 289.099.8744 info@ukincorp.co.uk

For place of business registrations: Form 692 (1) (a) - Changes to the constitutional documents of an oversea company. Form 692 (1) (b) - Changes of the directors or secretary, or of their particulars. Form 692 (1) (c) - Changes of the person authorised to accept service of process on behalf of the oversea company, or of their particulars. Form 692 (2) - Change of corporate name of an oversea company. Form 225 - Change of the accounting reference date of an oversea company.

WHAT ARE THE REQUIREMENTS FOR NOTIFYING INSOLVENCY?

If an oversea company with a branch in this country is being wound up outside Great Britain it must tell the Registrar of Companies by delivering whichever of the following forms are appropriate: Form 703P (1) - Notice of winding up of an overseas company. Form 703P (3) - Notice of the appointment of a liquidator. Form 703P (5) - Notice of the cessation of liquidation. Form 703Q (1) - Notice of insolvency proceedings. Form 703Q (2) - Notice of cessation of insolvency proceedings.

NB: An oversea company cannot be wound up voluntarily under the provisions of the Insolvency Act 1986 but can be compulsorily wound up under that Act.

WHEN MUST THE FORMS BE DELIVERED TO COMPANIES HOUSE?

All forms listed in questions 1 and 2 must be delivered to Companies House within 21 days of the change or, in the case of a change affecting the company in its parent state, within 21 days after the date on which notice of the alteration could have been received by post in Great Britain (if despatched with due diligence).

WHAT FINANCIAL INFORMATION MUST BE SENT?

Branches of oversea companies whose parent law requires the publication of accounts which have been audited must deliver a copy of those accounts (together with a certified translation if necessary) within three months of public disclosure. This applies to all companies from European Economic Area (EEA) member States even where a company is categorised as "small" and allowed to deliver modified accounts, even to the extent of them being unaudited.

All places of business and branches of oversea companies whose parent law does not require the publication of audited accounts must, within 13 months of a company's accounting reference date, deliver accounts to Companies House that comply with section 700 of the Companies Act 1985 (as amended by Statutory Instrument 1990 No. 440). Such accounts are known as "Section 700 Accounts" and must relate to the company and not solely of the place of business or branch.

WHAT INFORMATION SHOULD 'SECTION 700 ACCOUNTS' CONTAIN?

A company subject to section 700 of the Companies Act 1985 is required to prepare accounts consisting of, as a minimum, a balance sheet and profit and loss account, with a minimum of notes. No directors' or auditors' report is required, neither are details of directors' emoluments or pension contributions.

WHAT IS AN ACCOUNTING REFERENCE DATE, AND HOW IS IT FIXED?

The accounting reference date of a company is the date in each year to which the accounts are to be made up. For a new registration of a place of business or branch subject to "Section 700 Accounts" (see questions 5 and 6) the accounting reference date is set with reference to the date of its establishment in Great Britain.

For companies established on or after 1 April 1996, the accounting reference date is initially set as the last day in the month in which the first anniversary of the date of establishment occurs. Slightly different rules apply to companies established before 1 April 1996. Accounting reference dates can be changed.

WHAT PERIOD SHOULD 'SECTION 700 ACCOUNTS' COVER?

The first accounting reference period of an oversea company must run from the date of its establishment in the UK and not the first day of trading if this is different. The first accounting reference period ends on the first occurrence of the accounting reference date. However accounts may be made up to a date within seven days either side of that date if this is more convenient. Subsequent accounting reference periods run from the day after the end of the previous accounting reference period until the next anniversary of the accounting reference date or to a date within seven days of it.

ARE THERE SPECIAL ACCOUNTING RULES FOR CREDIT AND FINANCIAL INSTITUTIONS?

Although the rules that govern the filing requirements for credit and financial institutions derive from different law, in practice the requirements are similar to those for oversea companies. Only in some very rare circumstances will company accounting disclosure requirements be different under the Bank Branches Directive.

Certain credit institutions may not be companies and cannot therefore register a branch in Great Britain under British company law. However, branches of such institutions must still deliver copies of their accounts to Companies House.

An institution which is required by its parent law to prepare, but not register, audited accounts, need not deliver copies of its accounts to Companies House provided that: they are made available for inspection at each branch in Great Britain; and copies are available on request at a cost not exceeding the cost of supplying them.