Charges by Overseas Companies
Removing the requirement for an overseas company that has registered a UK Establishment with the UK registrar of companies to register at Companies House certain charges it creates over UK property.
Overseas companies within one month of the opening of a UK establishment, are required to make certain filings with Companies House. Furthermore, overseas companies if they granted certain types of charges over UK assets, were required to register the charge within 21 days at Companies House.
As a deregulatory move, the UK government in September 2011, published the Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 (2011 Regulations).
The 2011 Regulations amend the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (the 2009 Regulations) and make two important changes to the regime governing charges created by an overseas company.
The 2011 Regulations:
Remove the requirement for an overseas company that has registered a UK Establishment with the UK registrar of companies to register at Companies House certain charges it creates over UK property.
Instead require such an overseas company to keep available for inspection at its UK Establishment a register of charges in which it must enter (within 21 days of the creation of such a charge) in it:
- any charge on land situate in the United Kingdom or any interest in such land;
- any charge on ships, aircraft and intellectual property registered in the UK; and
- any floating charge on the whole or part of the company’s property or undertaking situated in the United Kingdom
The entry in the register in each case must give a short description of the property charged, the amount of the charge and except in the case of securities to bearer, the names of the persons entitled to it.
Additionally, the overseas company must keep available for inspection a copy of every instrument creating a charge to which the 2011 Regulations apply. Failure to maintain such a register amounts to an offence, punishable by fine.
The 2009 Regulations still apply for charges created up to and including 30 September 2011 (which will still be registrable and, if submitted outside of the 21 day filing period, will require an order of court) and they will also continue to apply for satisfactions.
A company to which the 2011 Regulations apply, is required to make the documents and the register available for inspection, provided at least 10 working days notice is given. Where the company and the person agree, the 2011 Regulations provide that the inspection referred to, may be carried out by electronic means. However, it is important to note, that refusal to allow a required inspection, constitutes an offence punishable by fine.
Copyright © Robert F. Browne, McKeever Solicitors, 5th December 2011.
This article is a general review of the law on the subject and is not intended to be a complete statement of the law. Specific legal advice must be sought on a case by case basis. For further information, please contact Robert Browne.