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Overseas companies with an establishment in the UK—checklist

Overseas companies with an establishment in the UK—checklist Matter to be considered or step to be taken Reference to relevant section of Companies Act 2006 (CA 2006) and/or other legislation Tick box when step complete or matter considered Preliminary considerations Has the overseas company opened an 'establishment' in the UK?An establishment is:—a branch within the meaning of the Eleventh Company Law Directive (meaning a place of business with an appearance of permanency, a management function and the ability to negotiate business with third parties without having to refer to the overseas company), or—a place of business, which must have a degree of physical permanence in the UK CA 2006, ss 1044–1059Overseas Companies Regulations 2009, SI 2009/1081 (OC Regs) If the overseas company is required to register a UK establishment, consider the name under which it will be registered. An overseas company may be registered under its corporate name or under an alternative name, subject to UK company name regulations. CA 2006, s 1047 If the overseas company...

PSC register for companies and LLPs—checklist

PSC register for companies and LLPs—checklist This note contains a checklist of the key questions to be considered, and steps to be undertaken, in complying with Part 21A of the Companies Act 2006 (CA 2006) (the people with significant control (PSC) regime), in particular the requirement to keep a register of PSCs and other registrable relevant legal entities (RLEs) (the PSC register). The requirement to report PSC information The PSC regime applies to UK incorporated companies limited by shares or guarantee (including community interest companies), limited liability companies (LLPs), unlimited companies, unregistered companies, UK Societas and (as a result of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, SI 2017/694 (Scottish Regulations)) eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships). These entities are required to update their own registers within 14 days, and to update the information held on the central register at Companies House within a further 14 days (except eligible Scottish partnerships which are not required to keep a PSC...

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The Pension Protection Fund—eligibility and entry

The Pension Protection Fund—eligibility and entry Requirements for PPF entry The requirements for a scheme to enter the PPF are: • the scheme must be an eligible scheme—see: What schemes are eligible? below • either: ◦ a qualifying insolvency event must occur in relation to a scheme employer—see: What is a qualifying insolvency event? below, or ◦ the employer is unlikely to continue as a going concern and it meets the conditions in SI 2005/590, reg 7—see: Alternative route to PPF entry, below • the insolvency practitioner in relation to the employer must confirm that a scheme rescue is not possible—see: Duty of insolvency practitioner to issue notices confirming status of scheme (section 122 notices), and • the assets of the scheme must be less than the 'protected liabilities' (broadly, the benefits that would be payable to members by the PPF)—see: Protected liabilities, below The statutory provisions regarding the eligibility of schemes for entry into the PPF are contained in: • sections 120–168 of the Pensions Act...

Structural considerations for Part 26A restructuring plans

Structural considerations for Part 26A restructuring plans Statutory provisions on jurisdiction and sufficient connection/discretion At the convening hearing, before an English court will consider a Part 26A restructuring plan (RP), it will ascertain whether it has jurisdiction to do so. Part 26A of the Companies Act 2006 (CA 2006) applies to companies liable to be wound up under the Insolvency Act 1986 (IA 1986) (see CA 2006, s 901A(4)(b) and Re Virgin Atlantic applying DAP Holding NV and Re PizzaExpress). ‘Companies liable to be wound up under IA 1986’ is a similar definition to that used for schemes of arrangement, and for both schemes and RPs includes unregistered companies and foreign companies. Additionally where foreign companies are involved and when considering its discretion to sanction an RP, a court will only exercise jurisdiction over a foreign company if it has a sufficient connection with this jurisdiction (see scheme case,  Re Drax Holdings as applied to RPs by Snowden LJ in Re Smile Telecoms Holdings). Note this...

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Representative of an Overseas Business: settlement application—additional checklist

Representative of an Overseas Business: settlement application—additional checklist A. Additional documents for all main applicants Evidence of your employment for the last 12 months. This could include:—payslips—bank statementsPayslips should be either:—printed on company-headed paper showing the employer’s name, or—printouts of online payslips Your bank statements should show a full breakdown of your pay, including salary payments and any commission. Personal bank or building society statements should be either:—statements on bank stationery—ad hoc statements printed on the bank's letterhead (excluding mini-statements from Automatic Teller Machines (ATMs)), or—printouts of electronic statementsAll statements should include the following details:—your name—account number—date of the statement—the financial institution’s name, contact details and a branch code, and—any transactions over the periodThe last document should be dated no more than 31 days before the application. Some of this information will also be provided in a letter from your employer (see below).The format of documentation may vary depending on the country where you have your employment contract. There is some flexibility allowed in...

Explanatory statement for a restructuring plan

Explanatory statement for a restructuring plan This document is important and requires your immediate attention If you are in any doubt as to any aspect of this proposal or as to the action you should take, you should consult your professional adviser without delay. Further copies of this document and the enclosed voting forms can be obtained from the address listed on page [insert number]. [they may also be downloaded and printed from the website [insert website address]]. Proposal in relation to restructuring plan Pursuant to Part 26A of the Companies Act 2006 Between [Insert Company name] And its creditors/members (as defined in the restructuring plan) The meeting[s] of Creditors/Members to consider the restructuring plan (the Meeting[s]') will be held [[at insert address] OR virtually by telephone/webinar OR on [insert date] . The meeting[s] will commence at [insert time] London time. Notice of the meeting[s] is set out in Appendix 5 to this document. The action required to be taken by...

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Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?

Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia? When a company registered in England and Wales is dissolved, all property and rights vested in or held on trust for it (including leasehold property) will be deemed bona vacantia (meaning ‘ownerless property’) at the date of dissolution and will vest in and belong to the Crown (or the Duchy of Lancaster or Duchy of Cornwall, as may be appropriate). The treatment of companies incorporated outside the UK (overseas companies) is dealt with in Part 34 of the Companies Act 2006 (CA 2006), which gives the Secretary of State power to make regulations to impose on overseas companies various registration, reporting and disclosure requirements. The two principal regulations dealing with overseas companies are: • the Overseas Companies Regulations 2009, SI 2009/1801 • the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, SI 2009/1917, as amended by the Overseas Companies (Execution of Documents and Registration of...

What filings are required in relation to the closing down of a UK establishment of an overseas company?

What filings are required in relation to the closing down of a UK establishment of an overseas company? It is assumed that the overseas company and its UK establishment are solvent. If an overseas company closes a UK establishment that is registered at Companies House, it must file a form OS DS01. Once Companies House has registered that document, the company no longer needs to file any documents for the UK establishment. See details in: Companies House guidance—overseas companies in the UK. Whilst there are no other company law filings required at Companies House regarding the closure of the establishment, other filings or notifications might be required depending upon its business and activities. For example, if the establishment has its own business and dealings with UK-based customers, any contracts with those customers should be reviewed regarding possible termination, variation or notice clauses. The closure of a non-UK resident company's UK branch and the cessation of its trade will have several tax effects that may require interaction with HMRC, who should...

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European companies in the UK post-Brexit

Corporate analysis: The European Public Limited-Liability Company (Amendment etc) (EU Exit) Regulations 2018 will ensure that any European company (otherwise known as Societas Europaea (SEs)) registered in the UK immediately before exit day has a clear legal identity and a domestic framework within which to operate. Any SEs remaining in the UK following exit day will be automatically converted into a new corporate form known as a UK Societas.