Part 34

Overseas companies

Registration of particulars

Duty to register particulars
1046
1
The Secretary of State may make provision by regulations requiring an overseas company—
a
to deliver to the registrar for registration a return containing specified particulars, and
b
to deliver to the registrar with the return specified documents.
2
The regulations—
a
must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
b
may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
c
may, in any case, require the registration of particulars in such other circumstances as may be specified.
3
In subsection (2)—
- “branch” means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);
- “Gibraltar company” means a company incorporated in Gibraltar.
4
The regulations may provide that where a company has registered particulars under this section and any alteration is made—
a
in the specified particulars, or
b
in any document delivered with the return,
the company must deliver to the registrar for registration a return containing specified particulars of the alteration.
5
The regulations may make provision—
a
requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and
b
requiring it to be so delivered before the end of a specified period.
6
The regulations may make different provision according to—
a
the place where the company is incorporated, and
b
the activities carried on (or proposed to be carried on) by it.
This is without prejudice to the general power to make different provision for different cases.
6A
Where regulations under this section require an overseas company to deliver to the registrar for registration—
a
a service address for an officer of the company, or
b
the address of the principal office of an officer of the company,
the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.
6B
Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.
6C
The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.
7
In this section “specified” means specified in the regulations.
8
Regulations under this section are subject to affirmative resolution procedure.
S. 1046 wholly in force at 1.10.2009; s. 1046 not in force at Royal Assent, see s. 1300; s. 1046 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. 1046 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
S. 1046(6B)(6C) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 99, 219(1)(2)(b)
S. 1046(6A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 98, 219(1)(2)(b)