Overseas Companies — Establishing a Presence in the UK

Question 1

How can an Overseas Company (OC) trade in the UK?

Answer 1

• Redomiciliation.
• Incorporating a UK Subsidiary.
• Registering a UK Establishment.
• Appoint an Agent.
• Appoint a Franchisee or Distributor.
• Enter into a Partnership with a local firm.
• Enter into a Joint Venture with a local firm.

Agents, Franchising & Distribution, Partnerships, and Joint Ventures are all addressed in the Corporate Law — Commercial Agreements class.

Question 2

What is Redomiciliation?

Answer 2

The process of moving a company’s domicile to a new jurisdiction.

Because redomiciliation is so committal, it is usually only done if a company favors another jurisdiction’s legal, commercial, and political environment more than its own.

Question 3

What is a UK Subsidiary?

Answer 3

A UK company that is entirely or mostly owned by another company.

The owner, in this case the OC, is the called the Parent Company.

Question 4

What is a UK Establishment?

Answer 4

Any registered place of business that is located in the UK .

Accordingly, an Establishment is not a separate legal entity but rather part of the same legal entity as the OC.

Question 5

What are the Advantages and Disadvantages of using a UK Subsidiary to trade?

Answer 5

Advantages:
* Limited liability.
* Local credibility.
* Greater autonomy for the branch.
* Greater potential for expansion.
* Greater perception of committment.

Disadvantages:
* Regulatory compliance.
* Greater initial and operating costs.
* Greater degree of control for the Parent.

Question 6

What are the Advantages and Disadvantages of using a UK Establishment to trade?

Answer 6

Advantages:
* Lesser cost and complexity.
* Access to consolidated accounting.
* Greater degree of control for the Parent.

Disadvantages:
* Unlimited liability.
* Lesser autonomy for the branch.
* Lesser perception of committment.

Question 7

What are the Regsitration Particulars for a UK Establishment?

Answer 7

• OC’s legal name.
• Proposed UK trading name, if any.
• Certified copies of OC’s constitutional documents and latest set of accounts.
• Details of OC’s Board of Directors.
• Details of the UK Establishment, including name, address, nature of business, etc.
• Details of OC’s legal form, including home jurisdiction, registration number, accounting requirements, etc.

The relevant form is Form OS IN01. It must be delivered to the Registrar within one month of opening the Establishment. Any changes must be notified reasonably quickly, and any closures must be notified through Form OS DS01.

Question 8

What Information must be displayed by a UK Establishment at its business location?

Answer 8

The OC’s legal name and country of incorporation.

Overseas Company Regulation (OCR) 2009 — Reg. 60.

This must also be displayed at the service address of anyone authorised to accept service of documents on the OC’s behalf.

Question 9

What Information must be displayed by a UK Establishment in its general communications?

‘General Communications’ should be taken to mean any commercial communication imaginable.

Answer 9

The OC’s legal name and country of incorporation.

OCR 2009 — Reg. 62.

If a Director’s name is mentioned other than as a signatory in any business letter, all sitting Directors’ must also be named.°

° OCR 2009 — Reg. 64.

Question 10

What Additional Information must be displayed by a UK Establishment in business letters, order forms, and websites?

Answer 10

The OC’s:
* Legal form.
* Legal name.
* HQ address.
* Solvency status.
* Country of incorporation.
* Enjoyment of limited liability, if any.
* Registry of incorporation and registration number.

OCR 2009 — Reg. 63.