The Overseas Companies Regulations 2009

1. Introductory Text

2. PART 1

   1. 1. Citation and commencement

   2. 2. Interpretation

3. PART 2

   1. 3. Application and interpretation of Part

   2. 4. Duty to deliver return and documents

   3. 5. Particulars to be included in return

   4. 6. Particulars of the company

   5. 7. Particulars of the establishment

   6. 8. Documents to be delivered with the return: copy of company’s constitution

   7. 9. Documents to be delivered with the return: copies of accounting documents

   8. 10. Statement as to future manner of compliance with accounting requirements

   9. 11. Penalty for non-compliance

4. PART 3

   1. 12. Application of Part

   2. 13. Return of alteration in registered particulars

   3. 14. Return of alteration in company’s constitution

   4. 15. Return of alteration as regards filing of certified copy of constitution

   5. 16. Return of alteration of manner of compliance with accounting requirements

   6. 17. Penalty for non-compliance

5. PART 4

   1. 18. Application and interpretation of Part

   2. 19. Protected information

   3. 20. Protected information: restriction on use or disclosure by company

   4. 21. Protected information: restriction on use or disclosure by registrar

   5. 22. Permitted use of protected information by the registrar: communication

   6. 23. Permitted disclosure by the registrar: disclosure to specified public authority

   7. 24. Permitted disclosure by the registrar: disclosure to credit reference agency

   8. 25. Application to prevent disclosure to credit reference agency

   9. 26. Disclosure under court order

   10. 27. Circumstances in which registrar may put address on the public record

   11. 28. Putting the address on the public record

   12. 29. Penalty for non-compliance

6. PART 5

   1. CHAPTER 1

      1. 30. Application of Part

   2. CHAPTER 2

      1. 31. Application and interpretation of Chapter

      2. 32. Duty to file copies of accounting documents disclosed under parent law

      3. 33. Statement of details of parent law and other information

      4. 34. Period allowed for filing copies of accounting documents

      5. 35. Penalty for non-compliance

   3. CHAPTER 3

      1. 36. Application of Chapter

      2. 37. A company’s financial year

      3. 38. Duty to prepare accounts

      4. 39. Approval and signing of accounts

      5. 40. Duty to file accounts

      6. 41. Penalty for non-compliance

      7. 42. Supplementary provisions

7. PART 6

   1. CHAPTER 1

      1. 43. Application and interpretation of Part

   2. CHAPTER 2

      1. 44. Application and interpretation of Chapter

      2. 45. Initial filing of copies of accounting documents

      3. 46. Filing of copies of subsequent accounting documents

      4. 47. Statement of details of parent law and other information

      5. 48. Supplementary provisions as to obligation to file copies of accounting documents

      6. 49. Exception where documents available for inspection

      7. 50. Penalty for non-compliance

   3. CHAPTER 3

      1. 51. Application of Chapter

      2. 52. An institution’s financial year

      3. 53. Duty to prepare accounts

      4. 54. Approval and signing of accounts

      5. 55. Duty to file accounts

      6. 56. Penalty for non-compliance

      7. 57. Supplementary provisions

8. PART 7

   1. 58. Application and interpretation of Part

   2. 59. Legibility of displays and disclosures

   3. 60. Requirement to display name etc at business location

   4. 61. Manner of display of name etc

   5. 62. Company’s name to appear on communications

   6. 63. Particulars to appear in business letters, order forms and websites

   7. 64. Disclosure of names of directors

   8. 65. Disclosures relating to address for service

   9. 66. Civil consequences of failure to make a required disclosure

   10. 67. Penalty for non-compliance

9. PART 8 ETC

   1. 68. Application of Part

   2. 69. Return in case of winding up

   3. 70. Returns to be made by liquidator

   4. 71. Return in case of insolvency proceedings etc (other than winding up)

   5. 72. Penalties for non-compliance

   6. 73. Notice of appointment of judicial factor

   7. 74. Offence of failure to give notice

10. PART 9

    1. 75. Service of documents on director, secretary or permanent representative

    2. 76. Documents subject to Directive disclosure requirements

    3. 77. Duty to give notice of closure of UK establishment

11. PART 10

    1. 78. Documents that may be drawn up and delivered in a language other than English

    2. 79. Revocations

    3. 80. Transitional provisions and savings

12. Signature

13. 1. SCHEDULE 1

       SPECIFIED PUBLIC AUTHORITIES

    2. SCHEDULE 2

       CONDITIONS FOR PERMITTED DISCLOSURE

       1. PART 1 DISCLOSURE TO SPECIFIED PUBLIC AUTHORITY

          1. 1. Paragraphs 2 and 3 set out the conditions specified for...

          2. 2. The specified public authority has delivered to the registrar a...

          3. 3. Subject to paragraph 4, the specified public authority (“the authority”)...

          4. 4. Paragraph 3 does not apply where the specified public authority...

       2. PART 2 DISCLOSURE TO CREDIT REFERENCE AGENCY

          1. 5. Paragraphs 6 to 10 set out the conditions specified for...

          2. 6. The credit reference agency— (a) is carrying on in the...

          3. 7. The credit reference agency has delivered to the registrar a...

          4. 8. The credit reference agency has delivered to the registrar a...

          5. 9. The credit reference agency has delivered to the registrar a...

          6. 10. The credit reference agency has delivered to the registrar a...

       3. PART 3 INTERPRETATION OF THIS SCHEDULE

          1. 11. (1) In this Schedule— “processor” means any person who provides...

    3. SCHEDULE 3

       APPLICATION TO PREVENT DISCLOSURE OF ADDRESS TO CREDIT REFERENCE AGENCY

       1. 1. Introductory

       2. 2. Application by the individual concerned

       3. 3. Application by company

       4. 4. Supplementary provisions relating to applications

       5. 5. Appeals

       6. 6. Duration of favourable decision on application

       7. 7. Revocation of favourable decision on application

    4. SCHEDULE 4

       OVERSEAS COMPANIES INDIVIDUAL ACCOUNTS

       1. PART 1 GENERAL RULES

          1. 1. Subject to the following provisions of this Schedule—

          2. 2. (1) The company’s directors must use the same line items...

          3. 3. Where the company’s directors consider it appropriate, the balance sheet...

          4. 4. (1) Items that are not of a similar nature or...

          5. 5. (1) Where the nature of the company’s business requires it,...

          6. 6. (1) Subject to sub-paragraph (2), the directors may exclude an...

          7. 7. (1) For every item shown in the balance sheet or...

          8. 8. Amounts in respect of items representing assets or income may...

          9. 9. The company’s directors must, in determining how amounts are presented...

       2. PART 2 ACCOUNTING PRINCIPLES AND RULES

          1. 10. Preliminary

          2. 11. Accounting principles

          3. 12. Accounting policies must be applied consistently within the same accounts...

          4. 13. All income and charges relating to the financial year to...

          5. 14. In determining the aggregate amount of any item, the amount...

       3. PART 3 NOTES TO THE ACCOUNTS

          1. 15. Any information required in the case of any company by...

          2. 16. The accounting policies adopted by the company in determining the...

          3. 17. It must be stated whether the accounts have been prepared...

          4. 18. The company must include in the statement of accounting policies—...

          5. 19. (1) The company must provide information which is relevant to...

          6. 20. In this Schedule the expression “line item” has the same...

    5. SCHEDULE 5

       OVERSEAS COMPANIES GROUP ACCOUNTS

       1. 1. General rules

       2. 2. The consolidated balance sheet and profit and loss account must...

       3. 3. (1) Where assets and liabilities to be included in the...

       4. 4. Amounts that in the particular context of any provision of...

       5. 5. Elimination of group transactions

       6. 6. (1) The following provisions apply where an undertaking becomes a...

       7. 7. (1) An acquisition must be accounted for—

       8. 8. Minority interests

       9. 9. Joint ventures

       10. 10. Associated undertakings

       11. 11. (1) The interest of an undertaking in an associated undertaking,...

    6. SCHEDULE 6

       CREDIT AND FINANCIAL INSTITUTIONS INDIVIDUAL ACCOUNTS

       1. PART 1 GENERAL RULES

          1. 1. Subject to the following provisions of this Schedule—

          2. 2. (1) The institution’s directors must use the same line items...

          3. 3. Where the institution’s directors consider it appropriate, the balance sheet...

          4. 4. (1) Items that are not of a similar nature or...

          5. 5. (1) Where the nature of the institution’s business requires it,...

          6. 6. (1) Subject to sub-paragraph (2), the directors may exclude an...

          7. 7. (1) For every item shown in the balance sheet or...

          8. 8. Amounts in respect of items representing assets or income may...

          9. 9. The institution’s directors must, in determining how amounts are presented...

       2. PART 2 ACCOUNTING PRINCIPLES AND RULES

          1. 10. (1) The amounts to be included in respect of all...

          2. 11. (1) The institution is presumed to be carrying on business...

          3. 12. Accounting policies must be applied consistently within the same accounts...

          4. 13. All income and charges relating to the financial year to...

          5. 14. In determining the aggregate amount of any item, the amount...

       3. PART 3 NOTES TO THE ACCOUNTS

          1. 15. Any information required in the case of any institution by...

          2. 16. The accounting policies adopted by the institution in determining the...

          3. 17. It must be stated whether the accounts have been prepared...

          4. 18. The institution must include in the statement of accounting policies—...

          5. 19. (1) The institution must provide information which is relevant to...

          6. 20. In this Schedule the expression “line item” has the same...

    7. SCHEDULE 7

       CREDIT AND FINANCIAL INSTITUTIONS GROUP ACCOUNTS

       1. 1. General rules

       2. 2. The consolidated balance sheet and profit and loss account must...

       3. 3. (1) Where assets and liabilities to be included in the...

       4. 4. Amounts that in the particular context of any provision of...

       5. 5. Elimination of group transactions

       6. 6. (1) The following provisions apply where an undertaking becomes a...

       7. 7. (1) An acquisition must be accounted for—

       8. 8. Minority interests

       9. 9. Joint ventures

       10. 10. Associated undertakings

       11. 11. (1) The interest of an undertaking in an associated undertaking,...

    8. SCHEDULE 8

       TRANSITIONAL PROVISIONS AND SAVINGS

       1. PART 1 INTRODUCTION

          1. 1. Interpretation

          2. 2. Registration of returns and documents delivered before 1st October 2009

       2. PART 2 INITIAL REGISTRATION OF PARTICULARS

          1. 3. Company with existing registered branch

          2. 4. (1) The following particulars about the company, as they appeared...

          3. 5. (1) The following particulars about the branch, as they appeared...

          4. 6. (1) The certified copy of the company’s constitution delivered under...

          5. 7. (1) Copies of accounting documents delivered under paragraph 6(1)(a) of...

          6. 8. (1) If the company is one to which Chapter 2...

          7. 9. Company with existing registered place of business

          8. 10. (1) The following particulars about the company, as they appeared...

          9. 11. (1) The following particulars about the place of business, as...

          10. 12. (1) The certified copy of the company’s constitution delivered under...

          11. 13. Duty to deliver transitional return

          12. 14. Company with existing unregistered branch or place of business

       3. PART 3 ALTERATIONS TO REGISTERED PARTICULARS

          1. 15. Alteration to registered particulars

          2. 16. Alteration in company’s constitution

          3. 17. Alteration as regards filing of certified copy of constitution

       4. PART 4 RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE

          1. 18. Existing registered residential address treated as service address

          2. 19. Residential addresses: protection from disclosure

          3. 20. In determining under regulation 27 whether to put a director...

          4. 21. Continuation of protection afforded by confidentiality orders under the 1985 Act

          5. 22. Effect of pending application for confidentiality order

       5. PART 5 DELIVERY OF ACCOUNTING DOCUMENTS: GENERAL

          1. 23. Companies required to prepare and disclose accounts under parent law

          2. 24. Companies not required to prepare and disclose accounts under parent law

       6. PART 6 DELIVERY OF ACCOUNTING DOCUMENTS: CREDIT OR FINANCIAL INSTITUTIONS

          1. 25. Institutions required to prepare accounts under parent law

          2. 26. Institutions not require to prepare accounts under parent law

       7. PART 7 RETURNS IN CASE OF WINDING UP ETC

          1. 27. Return in case of winding up

          2. 28. Returns to be made by liquidator

          3. 29. Return in case of insolvency proceedings etc (other than winding up)

          4. 30. Notice of appointment of judicial factor

       8. PART 8 SUPPLEMENTARY PROVISIONS

          1. 31. Saving for provisions as to form or manner in which documents to be delivered

14. Explanatory Note