Companies Act 2006

Chapter 3E+W+S+N.I.Overseas branch registers

129Overseas branch registersE+W+S+N.I.

(1)A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch register of members resident there (an “overseas branch register”).

(2)This Chapter applies to—

(a)any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands and the Isle of Man, and

(b)the countries or territories listed below.

BangladeshMalaysia
CyprusMalta
DominicaNigeria
The GambiaPakistan
GhanaSeychelles
GuyanaSierra Leone
The Hong Kong Special Administrative Region of the People's Republic of ChinaSingapore
IndiaSouth Africa
IrelandSri Lanka
KenyaSwaziland
KiribatiTrinidad and Tobago
LesothoUganda
MalawiZimbabwe

(3)The Secretary of State may make provision by regulations as to the circumstances in which a company is to be regarded as keeping a register in a particular country or territory.

(4)Regulations under this section are subject to negative resolution procedure.

(5)References—

(a)in any Act or instrument (including, in particular, a company's articles) to a dominion register, or

(b)in articles registered before 1st November 1929 to a colonial register,

are to be read (unless the context otherwise requires) as a reference to an overseas branch register kept under this section.

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Commencement Information

I1S. 129 wholly in force at 1.10.2009; s. 129 not in force at Royal Assent, see s. 1300; s. 129 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 129 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(h) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

130Notice of opening of overseas branch registerE+W+S+N.I.

(1)A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the country or territory in which the register is kept.

(2)If default is made in complying with subsection (1), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(3)A person guilty of an offence under subsection (2) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

131Keeping of overseas branch registerE+W+S+N.I.

(1)An overseas branch register is regarded as part of the company's register of members (“the main register”).

(2)The Secretary of State may make provision by regulations modifying any provision of Chapter 2 (register of members) as it applies in relation to an overseas branch register.

(3)Regulations under this section are subject to negative resolution procedure.

(4)Subject to the provisions of this Act, a company may by its articles make such provision as it thinks fit as to the keeping of overseas branch registers.

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Commencement Information

I2S. 131 wholly in force at 1.10.2009; s. 131 not in force at Royal Assent, see s. 1300; s. 131 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 131 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(h) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

132Register or duplicate to be kept available for inspection in UKE+W+S+N.I.

(1)A company that keeps an overseas branch register must keep available for inspection—

(a)the register, or

(b)a duplicate of the register duly entered up from time to time,

at the place in the United Kingdom where the company's main register is kept available for inspection.

(2)Any such duplicate is treated for all purposes of this Act as part of the main register.

(3)If default is made in complying with subsection (1), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(4)A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

133Transactions in shares registered in overseas branch registerE+W+S+N.I.

(1)Shares registered in an overseas branch register must be distinguished from those registered in the main register.

(2)No transaction with respect to shares registered in an overseas branch register may be registered in any other register.

(3)An instrument of transfer of a share registered in an overseas branch register—

(a)is regarded as a transfer of property situated outside the United Kingdom, and

(b)unless executed in a part of the United Kingdom, is exempt from stamp duty.

134Jurisdiction of local courtsE+W+S+N.I.

(1)A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom—

(a)to rectify the register (see section 125), or

(b)in relation to a request for inspection or a copy of the register (see section 117).

(2)The offences—

(a)of refusing inspection or failing to provide a copy of the register (see section 118), and

(b)of making a false, misleading or deceptive statement in a request for inspection or a copy (see section 119),

may be prosecuted summarily before any tribunal having summary criminal jurisdiction in the country or territory where the register is kept.

(3)This section extends only to those countries and territories to which paragraph 3 of Schedule 14 to the Companies Act 1985 (c. 6) (which made similar provision) extended immediately before the coming into force of this Chapter.

135Discontinuance of overseas branch registerE+W+S+N.I.

(1)A company may discontinue an overseas branch register.

(2)If it does so all the entries in that register must be transferred—

(a)to some other overseas branch register kept in the same country or territory, or

(b)to the main register.

(3)The company must give notice to the registrar within 14 days of the discontinuance.

(4)If default is made in complying with subsection (3), an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

(5)A person guilty of an offence under subsection (4) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.