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Insolvency, winding up and closure


1. What happens if an overseas company is subject to insolvency proceedings?

If an overseas company has a UK establishment and is being wound up under laws outside the UK it must send a 'Notice of winding up of an overseas company'(Form OS LQ03) to Companies House. If the winding up began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. Otherwise the company has 14 days after the date on which the winding up begins to deliver the form.

Depending on the nature of the winding up or other insolvency proceedings there are further notification requirements to Companies House. These are detailed below.

An overseas company can be wound up under the provisions of UK law (Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989), but such circumstances are outside the scope of this guidance.

Appointment of a liquidator

A person appointed as the liquidator of a company must file a 'Notice of appointment of a liquidator of an overseas company' (Form OS LQ01) containing the following particulars:

name and address;
date of the appointment, and
a description of such of the person’s powers, if any, as are derived otherwise than from the general law or the company’s constitution.
If the liquidator was appointed before the company had a UK establishment, this form must be delivered to Companies House 1 month after the company first opens a UK establishment. If the company has a UK establishment, the liquidator must notify Companies House within 14 days of his appointment.

On termination of the winding up or on the company ceasing to be registered which has legal significance, the liquidator must file a ‘Notice of termination of winding up of an overseas company’ (Form OS DS02) to Companies House. The form must be delivered within 14 days of either event.

Insolvency proceedings (other than winding up)

Where a company becomes subject to insolvency proceedings(other than winding up), it must send a ‘Notice by an overseas company which becomes subject to proceedings relating to insolvency’(Form OS LQ02) to Companies House. If the insolvency proceedings began before the company opened a UK establishment, it must deliver the form no later than 1 month after the company first opened the establishment. If the company has a UK establishment, the company has 14 days after the date on which the insolvency proceedings began to deliver the form.

When a company ceases to be subject to insolvency proceedings, it must file a ‘Notice by an overseas company on cessation of proceedings relating to insolvency’(Form OS LQ04) stating when the company ceased to be subject to proceedings. It must deliver the form no later than 14 days from the date on which it ceases to be subject to the proceedings.

Notice of appointment of a judicial factor in Scotland

If a judicial factor is appointed, he must file an ‘Appointment of judicial factor (Scotland) for an overseas company’(Form OS AP06) notice giving the particulars to Companies House within 14 days of his appointment. He must also give notice of any change in the address for service by filing a ‘Change of service address for a judicial factor (Scotland) of an overseas company’(Form OS CH08). If the appointment of a judicial factor is terminated he must file a ‘Termination of appointment of judicial factor (Scotland) of an overseas company’(Form OS TM04.

2. What if the company closes a UK establishment?

If an overseas company closes a UK establishment that is registered at Companies House, it must file a ‘Notice of closure of a UK establishment of an overseas company’ (Form OS DS01). Once this document has been registered by Companies House, the company is no longer obliged to deliver documents in respect of that UK establishment.