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Section 1047: Registered name of overseas company

1336. This section applies to overseas companies required to register with the registrar of companies by regulations made under section 1046 (duty to register particulars). Overseas companies registered under that section must be required to provide a name for registration. The name will be entered on the index of company names (see section 1099).

1337. The company may register its corporate name (by which is meant its registered or legal name in its place of incorporation) or another name. All companies are free to choose whether to register their corporate name or another name, subject to the restrictions imposed by subsections (4) and (5). A name other than the corporate name can be registered only if it complies with the requirements imposed on the names of companies formed and registered under the Act. Likewise, unless the overseas company is incorporated in an EEA State, its corporate name can only be registered if it complies with these requirements. The only requirements of Chapters 1 to 4 of Part 5 (a company’s name) that do not apply are the requirements for the names of certain types of company to end with certain words (sections 58 and 59). These rules are not appropriate for overseas companies as they are specific to the types of company formed under the Companies Acts.

1338. Where the overseas company is incorporated in an EEA State (defined in section 1170), it may always register its corporate name, even if it does not comply with the requirements imposed on the names of companies formed under the Act provided that it complies with the requirement relating to permitted characters (contained in section 57). This section, together with section 1048 (registration under alternative name) replaces section 694 of the 1985 Act.

Section 1048: Registration under alternative name

1339. This section enables an overseas company to be registered under a name other than its corporate name. It also enables an overseas company to change the name by which it is registered. To do so it must deliver a statement to the registrar of companies with its proposed new name for registration. As long as the proposed name complies with the requirements for registration (see section 1047) the registrar of companies will enter it on the index of company names in place of the name previously registered.

1340. The section also provides that whatever name an overseas company is registered under, whether its corporate name or another, it is treated as being its corporate name for the purposes of the law in the UK. The change of name will not affect any legal proceedings that are continued or commenced by or against the company.

Section 1049: Accounts and reports: general

1341. This section confers on the Secretary of State a power to make regulations requiring overseas companies to prepare accounts and directors’ reports, and to obtain an auditor’s report. The requirements must be like those imposed on companies formed and registered under the Act. The accounts, directors’ report and auditor’s report requirements applying to companies formed and registered under the Act appear in Part 15 (accounts and reports) and Part 16 (audit).

1342. Regulations under this section may require the overseas company to deliver to the registrar of companies copies of the accounts and reports prepared in accordance with the regulations; alternatively the overseas company may be required to deliver to the registrar a copy of the accounts and reports that it prepared and had audited in accordance with the law of the country in which it is incorporated. The registrar will place the accounts and reports on the public register.

1343. Regulations under this section will replace sections 699AA to 703 of, and Schedule 21D to, the 1985 Act. The regulations will be subject to the negative resolution procedure.

Section 1050: Accounts and reports: credit or financial institutions

1344. This section applies only to credit or financial institutions incorporated or formed outside the UK and Gibraltar, with their head office outside the UK and Gibraltar but having a branch in the UK (subsection (1)). This section confers on the Secretary of State a power to make regulations specifically in respect of accounts and directors’ reports by these credit or financial institutions.

1345. Credit institution and financial institution are both defined in section 1173.

1346. Regulations under this section will implement requirements of the Bank Branches Directive 89/117/EEC of the Council of 13 February 1989. The definition of “branch” for the purposes of this section (subsection (2)) is based on Article 1.3 of Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions. The power to make regulations under this section is similar to that in under section 1049 (accounts and reports: general).

1347. The regulations will replace section 699A of, and Schedule 21C to, the 1985 Act. The regulations will be subject to the negative resolution procedure.

Section 1051: Trading disclosures

1348. This section confers on the Secretary of State a power to make regulations as to the information that overseas companies must display in specified locations, include in specified documents or communications, or provide to those who make a request in the course of business. Regulations made under this section will replace the provision made by section 693 of the 1985 Act. This section complements the similar power under section 82 to make regulations imposing trading disclosure obligations on companies formed and registered under the Companies Acts. Regulations under this section may require an overseas company carrying on business in the UK:

• To display particular information in particular places. For example, a sign with its name outside every branch;

• To include particular information in certain documents. For example, its name and country of incorporation on every invoice;

• To provide certain information, such as its name, to those who request it when doing business with the overseas company.

1349. They may also make provision, corresponding to that made in sections 83 and 84, in respect of a failure by a company formed and registered under the Companies Acts to comply with the trading disclosure requirements imposed on them by regulations under section 82.

1350. Regulations under this section, like those under section 82, are subject to the affirmative resolution procedure.

Section 1052: Company charges

1351. This section applies to overseas companies that are required to register particulars under section 1046. It confers on the Secretary of State a power to make regulations about the registration by those companies of charges they grant over property in the United Kingdom. Subsection (2) lists some of the matters that may be dealt with in such regulations, and subsections (3) and (4) enable the regime for overseas companies to mirror specified provisions in Part 25, with modifications. This section replaces sections 409 (charges on property in England and Wales created by an overseas company) and 424 (extension of Chapter 2) of the 1985 Act.