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Registration
Delivery requirements
Disclosure requirements
Insolvency, winding up and closure
Quality of documents
Further information


Delivery requirements


1. After registration, do overseas companies need to send other documents to Companies House?

An overseas company should notify Companies House of any changes to the original information delivered for registration as and when changes occur. This includes changes to:

company information such as accounting requirements or the extent of the powers of directors or secretaries to represent a company;
UK establishment name, address or the business activities;
company constitution;
details of directors, secretaries or persons authorised to accept service or represent the company;
change of corporate or alternative name registered in the UK (see chapter 1, question 5).
An overseas company must deliver forms notifying the changes of particulars of the UK establishment to Companies House within 21 days of the change. In the case of a change affecting the overseas company in its parent state, the notifying form must be delivered within 21 days after the date on which notice of the alteration could have been received by post in the UK (if dispatched with due diligence). You can download the appropriate form from our website.

2. Do overseas companies need to send accounting documents to Companies House after registration?

The accounting documents an overseas company must deliver will depend on whether the company is required to prepare and disclose accounting documents under parent law (the law of the country in which the company is incorporated) or not. A fee applies to all overseas companies with a UK establishment that delivers accounting documents to Companies House.

Companies required to prepare and disclose under parent law

An EEA overseas company that is required to prepare, audit and disclose accounting documents and a non EEA company that is required to prepare, audit and disclose such documents, must, under parent law, deliver them to Companies House within 3 months from the date on which the document is required to be disclosed in accordance with its parent law.

Accounting documents will include the accounts of the company for a financial period; any annual report of the directors; any auditor’s report on the accounts and director’s report.

The accounting documents must be accompanied by a statement containing the following information;

the legislation under which the accounts have been prepared and, if applicable, audited;
whether the accounts have been prepared in accordance with Generally Accepted Accounting Principles (GAAP) and the organisation which issued the principles;
whether the accounts have been audited and if so whether they were audited in accordance with Generally Accepted Auditing Standards and the organisation that issued them; and
if there has been no audit, whether the company is required to have its accounts audited.
A failure to deliver the accounting documents and accompanying statement to Companies House by the due date is a criminal offence committed by every person who was a director before the end of the 3 month delivery period.

Companies not required to prepare and disclose under parent law

Some overseas companies may not be required to prepare and disclose accounting documents under parent law. However, the company still has a duty to prepare, sign and deliver accounts to Companies House. There are detailed requirements for such accounts in the Overseas Companies Regulations 2009 and these include the following;

calculation of a financial year (normally 12 months), accounting reference period and accounting reference date;
individual or group overseas company accounts must be prepared in accordance with the company’s parent law, (provided the content of such accounts meets the requirements set out in the Overseas Companies Regulations 2009) or in accordance with international accounting standards (IAS) or the requirements detailed in the Overseas Companies Regulations 2009

- the accounts must be approved by the board of directors and signed on behalf of the board by a director on the company’s balance sheet; and

- the directors of the company must deliver accounts to Companies House within 13 months of the end of the relevant accounting reference period unless it is the company’s first accounting reference period and adapted rules apply. Further information is included in the Overseas Companies Regulations 2009.
Please note: an annual document processing fee of £30 should be sent with each set of accounts. If the fee is not included the documents will be returned.

3. Do overseas companies need to register charges?

All overseas companies that have registered at Companies House must register specified charges created by the company over property situated in the UK. Either the overseas company or the person taking the charge should send a ‘Particulars of a mortgage or charge by an overseas company’ (Form OS MG01) to Companies House with a certified copy of the instrument (if any) within 21 days of the charge being created with the registration fee of £13. Further information about registration of charges can be found in the ‘Overseas Companies (Company Contracts and Registration of Charges) Regulations 2009. Please note, if the fee is not included the form will be rejected.

Specified charges requiring registration include:

a charge on land or any interest in land;
a charge created or evidenced by and instrument that would require registration as a bill of sale;
a charge for the purposes of securing any issue of debentures;
a charge on uncalled share capital of a company;
a charge on calls made but not paid;
a charge on book debts of a company;
a floating charge on the company’s property or undertaking;
a charge on a ship or aircraft, or any share in a ship;
a charge on goodwill or on any intellectual property.