UK Statutory Instrument
2009
United Kingdom
Overseas Companies Regulations 2009
At a glance
Enforced by
What's here
38 compliance obligations
Penalty landscape
1 of 38 obligations carry a criminal penalty. 37 have no criminal penalty — flagged in the list below.
Who this Act binds
Business-side actors with duties under this Act, ranked by how often they appear.
- Trader 27
- Director or Officer 7
- Any Person 4
Other Acts binding the same actors
For each actor bound by this Act, the other UK Acts that bind them most often. Useful for understanding the full compliance landscape facing each role.
Traders also bound by 826 other Acts (top 5 shown)
- Value Added Tax Regulations 1995 1995 413 duties
- Companies Act 2006 2006 243 duties
- The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2008 114 duties
- Insolvency (England and Wales) Rules 2016 2016 62 duties
- Building Societies Act 1986 1986 56 duties
Directors and Officers also bound by 425 other Acts (top 5 shown)
- Insolvency (England and Wales) Rules 2016 2016 161 duties
- Companies Act 2006 2006 108 duties
- Insolvency Act 1986 1986 72 duties
- The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 2008 55 duties
- The Housing Administration (England and Wales) Rules 2018 2018 26 duties
Any Person also bound by 2338 other Acts (top 5 shown)
- Human Medicines Regulations 2012 2012 169 duties
- Merchant Shipping Act 1995 1995 144 duties
- Insolvency (England and Wales) Rules 2016 2016 101 duties
- Road Traffic Act 1988 1988 95 duties
- Air Navigation Order 2016 2016 95 duties
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Part 1 — INTRODUCTION
Browse 2 other sections in this Part — procedural / definitional / commencement
Interpretation
Part 2 — INITIAL REGISTRATION OF PARTICULARS
Duty to deliver return and documents
- Notify Companies House when you open a UK establishment Trader
Documents to be delivered with the return: copy of company's constitution
- File a certified copy of your company's constitution with your UK establishment return Trader
Documents to be delivered with the return: copies of accounting documents
- File latest accounting documents with your annual return Trader
Browse 7 other sections in this Part — procedural / definitional / commencement
Application and interpretation of Part
Particulars to be included in return
Particulars of the company
Documents to be delivered with the return: statement confirming identity verification
Particulars of the establishment
Statement as to future manner of compliance with accounting requirements
Penalty for non-compliance
Part 3 — ALTERATION IN REGISTERED PARTICULARS
Return of alteration in registered particulars
- Notify Companies House of changes to your company or UK establishment details Trader
Return of alteration in company's constitution
- Notify Companies House of changes to your company constitution and file updated copy Trader
Return of alteration as regards filing of certified copy of constitution
- Notify Companies House when a prior filing statement about your constitution ceases to be true Trader
Return of alteration of manner of compliance with accounting requirements
- Tell Companies House if your overseas company changes how it files accounts Trader
Browse 2 other sections in this Part — procedural / definitional / commencement
Application of Part
Penalty for non-compliance
Part 3A — Duties relating to ID verification and notification
Browse 3 other sections in this Part — procedural / definitional / commencement
Directors: duties relating to ID verification and notification
Identity verification: material unavailable for public inspection
Identity verification: exemption on national security grounds etc
Part 4 — USUAL RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE
Protected information: restriction on use or disclosure by company
- Do not use or disclose protected information about directors Trader
Permitted disclosure by the registrar: disclosure to credit reference agency
- Credit reference agencies must provide information to the registrar and notify any changes immediately Trader
Putting the address on the public record
- Notify Companies House of a director's updated residential address Trader
Browse 9 other sections in this Part — procedural / definitional / commencement
Application and interpretation of Part
Protected information
Protected information: restriction on ... disclosure by registrar
Permitted use of protected information by the registrar: communication
Permitted disclosure by the registrar: disclosure to specified public authority
Application to prevent disclosure to credit reference agency
Disclosure under court order
Circumstances in which registrar may put address on the public record
Penalty for non-compliance
Part 5 — DELIVERY OF ACCOUNTING DOCUMENTS: GENERAL
Duty to file copies of accounting documents disclosed under parent law
- File copies of accounting documents with Companies House Director or Officer
Browse 12 other sections in this Part — procedural / definitional / commencement
Application of Part
Application and interpretation of Chapter
Statement of details of parent law and other information
Period allowed for filing copies of accounting documents
Penalty for non-compliance
Application of Chapter
A company's financial year
Duty to prepare accounts
Approval and signing of accounts
Duty to file accounts
Penalty for non-compliance
Supplementary provisions
Part 6 — DELIVERY OF ACCOUNTING DOCUMENTS: CREDIT OR FINANCIAL INSTITUTIONS
Browse 15 other sections in this Part — procedural / definitional / commencement
Application and interpretation of Part
Application and interpretation of Chapter
Initial filing of copies of accounting documents
Filing of copies of subsequent accounting documents
Statement of details of parent law and other information
Supplementary provisions as to obligation to file copies of accounting documents
Exception where documents available for inspection
Penalty for non-compliance
Application of Chapter
An institution's financial year
Duty to prepare accounts
Approval and signing of accounts
Duty to file accounts
Penalty for non-compliance
Supplementary provisions
Part 7 — TRADING DISCLOSURES
Requirement to display name etc at business location
- Display your company name and country of incorporation at every UK business location Trader
Manner of display of name etc
- Display your company name and country of incorporation at your UK business location Trader
Company's name to appear on communications
- State your company's name on all official communications used in the UK Trader
Particulars to appear in business letters, order forms and websites
- Display required company particulars on business letters, order forms and websites Trader
Disclosures relating to address for service
- Disclose UK address for service of documents on request Trader
Browse 5 other sections in this Part — procedural / definitional / commencement
Application and interpretation of Part
Legibility of displays and disclosures
Disclosure of names of directors
Civil consequences of failure to make a required disclosure
Penalty for non-compliance
Part 8 — RETURNS IN CASE OF WINDING UP ETC
Return in case of winding up
- File winding-up return with Companies House Trader
Return in case of insolvency proceedings etc (other than winding up)
- Notify Companies House of insolvency proceedings (other than winding up) affecting your overseas company Trader
Browse 5 other sections in this Part — procedural / definitional / commencement
Application of Part
Returns to be made by liquidator
Penalties for non-compliance
Notice of appointment of judicial factor
Offence of failure to give notice
Part 9 — MISCELLANEOUS PROVISIONS
Duty to give notice of closure of UK establishment
- Notify Companies House when you close a UK establishment Trader
Browse 2 other sections in this Part — procedural / definitional / commencement
Service of documents on director, secretary or permanent representative
Enhanced disclosure documents
Part 10 — SUPPLEMENTARY PROVISIONS
Browse 3 other sections in this Part — procedural / definitional / commencement
Documents that may be drawn up and delivered in a language other than English
Revocations
Transitional provisions and savings
Schedules
(1) The credit reference agency— (a) is carrying on in...
- Carry on credit reference business without proper security and data protection procedures Any Person
The credit reference agency has delivered to the registrar a...
- Deliver a statement to Companies House restricting use of protected information Any Person
The credit reference agency has delivered to the registrar a...
- File statement with Companies House before sharing protected data with a processor Any Person
Application by company
- Apply for higher protection for directors at risk of violence or intimidation Director or Officer
Subject to the following provisions of this Schedule—
- Prepare financial statements in line with international accounting standards Trader
Any information required in the case of any company by...
- Include required information as notes to accounts Trader
The accounting policies adopted by the company in determining the...
- State accounting policies in financial statements Trader
The company must include in the statement of accounting policies—...
- Include measurement basis and accounting policies in accounts Trader
(1) The company must provide information which is relevant to...
- Provide accounts information relevant to your company's financial state Trader
(1) The company's directors must use the same line items...
- Use consistent line items in annual accounts Director or Officer
(1) Where the nature of the company's business requires it,...
- Adapt accounts line items to reflect your business and disclose combined amounts Director or Officer
(1) For every item shown in the balance sheet or...
- Show previous year figures for every balance sheet and profit and loss account item Trader
The company's directors must, in determining how amounts are presented...
- Present financial amounts based on substance, not legal form Director or Officer
General rules
- Prepare group accounts in line with Schedule 4 and include equity method and minority interest disclosures Director or Officer
The consolidated balance sheet and profit and loss account must...
- Prepare consolidated accounts that fully include subsidiaries' information Trader
(1) The institution must provide information which is relevant to...
- Include relevant financial information in accounts Any Person
(1) Where the nature of the institution's business requires it,...
- Adapt financial statement line items to reflect your business nature Director or Officer
(1) For every item shown in the balance sheet or...
- Show previous year's figures in your accounts Trader
Duty to deliver transitional return
- File transitional return for UK establishment by 31 March 2010 Trader
Browse 92 other Schedules — structural / supplementary
Paragraphs 2 and 3 set out the conditions specified for...
The credit reference agency has delivered to the registrar a...
(1) In this Schedule— “processor” means any person who provides...
The specified public authority has delivered to the registrar a...
Subject to paragraph 4, the specified public authority (“ the...
Paragraph 3 does not apply where the specified public authority...
Paragraphs 6 to 10 set out the conditions specified for...
The credit reference agency has delivered to the registrar a...
Introductory
Application by the individual concerned
Supplementary provisions relating to applications
Appeals
Duration of favourable decision on application
Revocation of favourable decision on application
Preliminary
Accounting principles
Accounting policies must be applied consistently within the same accounts...
All income and charges relating to the financial year to...
In determining the aggregate amount of any item, the amount...
It must be stated whether the accounts have been prepared...
In this Schedule the expression “line item” has the same...
Where the company's directors consider it appropriate, the balance sheet...
(1) Items that are not of a similar nature or...
(1) Subject to sub-paragraph (2), the directors may exclude an...
Amounts in respect of items representing assets or income may...
Associated undertakings
(1) The interest of an undertaking in an associated undertaking,...
(1) Where assets and liabilities to be included in the...
Amounts that in the particular context of any provision of...
Elimination of group transactions
(1) The following provisions apply where an undertaking becomes a...
(1) An acquisition must be accounted for—
Minority interests
Joint ventures
Subject to the following provisions of this Schedule—
(1) The amounts to be included in respect of all...
(1) The institution is presumed to be carrying on business...
Accounting policies must be applied consistently within the same accounts...
All income and charges relating to the financial year to...
In determining the aggregate amount of any item, the amount...
Any information required in the case of any institution by...
The accounting policies adopted by the institution in determining the...
It must be stated whether the accounts have been prepared...
The institution must include in the statement of accounting policies—...
(1) The institution's directors must use the same line items...
In this Schedule the expression “line item” has the same...
Where the institution's directors consider it appropriate, the balance sheet...
(1) Items that are not of a similar nature or...
(1) Subject to sub-paragraph (2), the directors may exclude an...
Amounts in respect of items representing assets or income may...
The institution's directors must, in determining how amounts are presented...
General rules
Associated undertakings
(1) The interest of an undertaking in an associated undertaking,...
The consolidated balance sheet and profit and loss account must...
(1) Where assets and liabilities to be included in the...
Amounts that in the particular context of any provision of...
Elimination of group transactions
(1) The following provisions apply where an undertaking becomes a...
(1) An acquisition must be accounted for—
Minority interests
Joint ventures
Interpretation
(1) The following particulars about the company, as they appeared...
(1) The following particulars about the place of business, as...
(1) The certified copy of the company's constitution delivered under...
Company with existing unregistered branch or place of business
Alteration to registered particulars
Alteration in company's constitution
Alteration as regards filing of certified copy of constitution
Existing registered residential address treated as service address
Residential addresses: protection from disclosure
Registration of returns and documents delivered before 1st October 2009
In determining under regulation 27 whether to put a director...
Continuation of protection afforded by confidentiality orders under the 1985 Act
Effect of pending application for confidentiality order
Companies required to prepare and disclose accounts under parent law
Companies not required to prepare and disclose accounts under parent law
Institutions required to prepare accounts under parent law
Institutions not require to prepare accounts under parent law
Return in case of winding up
Returns to be made by liquidator
Return in case of insolvency proceedings
Company with existing registered branch
Notice of appointment of judicial factor
Saving for provisions as to form or manner in which documents to be delivered
(1) The following particulars about the company, as they appeared...
(1) The following particulars about the branch, as they appeared...
(1) The certified copy of the company's constitution delivered under...
(1) Copies of accounting documents delivered under paragraph 6(1)(a) of...
(1) If the company is one to which Chapter 2...
Company with existing registered place of business
Enforcement and responsible bodies
The regulators that administer or enforce this legislation.
Registration and regulation of UK companies. Maintains the public register of companies, enforces filing requirements for annual accounts and confirmation statements. Gateway …
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