(1)When a company incorporated outside Great Britain establishes a place of business in Great Britain, it shall within one month of doing so deliver to the registrar of companies for registration—
(a)a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the company's constitution, and, if the instrument is not written in the English language, a certified translation of it; and
(b)a return in the prescribed form containing—
(i)a list of the company's directors and secretary, containing the particulars specified in the next subsection,
(ii)a list of the names and addresses of some one or more persons resident in Great Britain authorised to accept on the company's behalf service of process and any notices required to be served on it,
(iii)a list of the documents delivered in compliance with paragraph (a) of this subsection, and
(iv)a statutory declaration (made by a director or secretary of the company or by any person whose name and address are given in the list required by sub-paragraph (ii)), stating the date on which the company's place of business in Great Britain was established.
(2)The list referred to in subsection (1)(b)(i) shall contain the following particulars—
(a)with respect to each director—
(i)in the case of an individual, his present Christian name and surname and any former Christian name or surname, his usual residential address, his nationality and his business occupation (if any), or, if he has no business occupation but holds other directorships, particulars of any of them,
(ii)in the case of a corporation, its corporate name and registered or principal office ;
(b)with respect to the secretary (or, where there are joint secretaries, with respect to each of them)—
(i)in the case of an individual, his present Christian name and surname, any former Christian name and surname and his usual residential address.
(ii)in the case of a corporation or a Scottish firm, its corporate or firm name and registered or principal office.
Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars mentioned in paragraph (b).
Section 289(2) applies for the purposes of the construction of references above to present and former Christian names and surnames.
(1)If any alteration is made in—
(a)the charter, statutes, or memorandum and articles of an oversea company or any such instrument as is mentioned above, or
(b)the directors or secretary of an oversea company or the particulars contained in the list of the directors and secretary, or
(c)the names or addresses of the persons authorised to accept service on behalf of an oversea company,
the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the alteration.
(2)If any change is made in the corporate name of an oversea company, the company shall, within the time specified below, deliver to the registrar of companies for registration a return containing the prescribed particulars of the change.
(3)The time for delivery of the returns required by subsections (1) and (2) is—
(a)in the case of an alteration to which subsection (1)(c) applies, 21 days after the making of the alteration, and
(b)otherwise, 21 days after the date on which notice of the alteration or change in question could have been received in Great Britain in due course of post (if despatched with due diligence).
Every oversea company shall—
(a)in every prospectus inviting subscriptions for its shares or debentures in Great Britain, state the country in which the company is incorporated,
(b)conspicuously exhibit on every place where it carries on business in Great Britain the company's name and the country in which it is incorporated,
(c)cause the company's name and the country in which it is incorporated to be stated in legible characters in all bill-heads and letter paper, and in all notices and other official publications of the company, and
(d)if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as above mentioned and in all bill-heads, letter paper, notices and other official publications of the company in Great Britain, and to be affixed on every place where it carries on its business.
(1)If it appears to the Secretary of State that the corporate name of an oversea company is a name by which the company, had it been formed under this Act, would on the relevant date (defined below in subsection (3)) have been precluded from being registered by section 26 either—
(a)because it falls within subsection (1) of that section, or
(b)if it falls within subsection (2) of that section, because the Secretary of State would not approve the company's being registered with that name,
the Secretary of State may serve a notice on the company, stating why the name would not have been registered.
(2)If the corporate name of an oversea company is in the Secretary of State's opinion too like a name appearing on the relevant date in the index of names kept by the registrar of companies under section 714 or which should have appeared in that index on that date, or is the same as a name which should have so appeared, the Secretary of State may serve a notice on the company specifying the name in the index which the company's name is too like or which is the same as the company's name.
(3)No notice shall be served on a company under subsection (1) or (2) later than 12 months after the relevant date, being the date on which the company has complied with—
(a)section 691 in this Part, or
(b)if there has been a change in the company's corporate name, section 692(2).
(4)An oversea company on which a notice is served under subsection (1) or (2)—
(a)may deliver to the registrar of companies for registration a statement in the prescribed form specifying a name approved by the Secretary of State other than its corporate name under which it proposes to carry on business in Great Britain, and
(b)may, after that name has been registered, at any time deliver to the registrar for registration a statement in the prescribed form specifying a name approved by the Secretary of State (other than its corporate name) in substitution for the name previously registered.
(5)The name by which an oversea company is for the time being registered under subsection (4) is, for all purposes of the law applying in Great Britain (including this Act and the [1985 c. 7.] Business Names Act 1985), deemed to be the company's corporate name; but—
(a)this does not affect references to the corporate name in this section, or any rights or obligations of the company, or render defective any legal proceedings by or against the company, and
(b)any legal proceedings that might have been continued or commenced against the company by its corporate name or its name previously registered under this section may be continued or commenced against it by its name for the time being so registered.
(6)An oversea company on which a notice is served under subsection (1) or (2) shall not at any time after the expiration of 2 months from the service of that notice (or such longer period as may be specified in that notice carry on business in Great Britain under its corporate name.
Nothing in this subsection, or in section 697(2) (which imposes penalties for its contravention) invalidates any transaction entered into by the company.
(7)The Secretary of State may withdraw a notice served under subsection (1) or (2) at any time before the end of the period mentioned in subsection (6); and that subsection does not apply to a company served with a notice which has been withdrawn.
(1)Any process or notice required to be served on an oversea company is sufficiently served if addressed to any person whose name has been delivered to the registrar under preceding sections in this Part and left at or sent by post to the address which has been so delivered.
(2)However—
(a)where such a company makes default in delivering to the registrar the name and address of a person resident in Great Britain who is authorised to accept on behalf of the company service of process or notices, or
(b)if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on the company's behalf, or for any reason cannot be served,
a document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Great Britain.
(1)Any document which an oversea company is required to deliver to the registrar of companies shall be delivered to the registrar at the registration office in England and Wales or Scotland, according to where the company has established a place of business.
(2)If the company has established a place of business both in England and Wales and in Scotland, the document shall be delivered at the registration office both in England and Wales and in Scotland.
(3)References in this Part to the registrar of companies are to be construed in accordance with the above subsections.
(4)If an oversea company ceases to have a place of business in either part of Great Britain, it shall forthwith give notice of that fact to the registrar of companies for that part; and as from the date on which notice is so given the obligation of the company to deliver any document to the registrar ceases.
(1)If an oversea company fails to comply with any of sections 691 to 693 and 696, the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, is liable to a fine and, in the case of a continuing offence, to a daily default fine for continued contravention.
(2)If an oversea company contravenes section 694(6), the company and every officer or agent of it who knowingly and wilfully authorises or permits the contravention is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.
For purposes of this Chapter—
" certified " means certified in the prescribed manner to be a true copy or a correct translation ;
" director ", in relation to an oversea company, includes shadow director; and
" secretary" includes any person occupying the position of secretary by whatever name called.
(1)With the exceptions specified in subsection (3) below, the provisions of this Act requiring documents to be forwarded or delivered to or filed with the registrar of companies and applying to companies formed and registered under Part I apply also (if they would not otherwise) to an oversea company incorporated in the Channel Islands or the Isle of Man.
(2)Those provisions apply to such a company—
(a)if it has established a place of business in England and Wales, as if it were registered in England and Wales,
(b)if it has established a place of business in Scotland, as if it were registered in Scotland, and
(c)if it has established a place of business both in England and Wales and in Scotland, as if it were registered in both England and Wales and Scotland,
with such modifications as may be necessary and, in particular, apply in a similar way to documents relating to things done outside Great Britain as if they had been done in Great Britain.
(3)The exceptions are—
section 6(1) (resolution altering company's objects),
section 18 (alteration of memorandum or articles by statute or statutory instrument),
section 241(3) (directors' duty to file accounts),
section 288(2) (notice to registrar of change of directors or secretary), and
section 380 (copies of certain resolutions and agreements to be sent to registrar within 15 days), so far as applicable to a resolution altering a company's memorandum or articles.