Office of Public Sector Information
75. The positions specified for the purposes of section 1140(2)(b) of the Companies Act 2006 (overseas companies that have registered particulars: persons on whom document may be served at registered address) are—
(a) director,
(b) secretary, and
(c) permanent representative.
76. The particulars, returns and other documents specified for the purposes of section 1078(5) of the Companies Act 2006 (overseas companies: documents subject to Directive disclosure requirements) are—
(a) any return or document delivered under Part 2 (initial registration of particulars);
(b) any return or document delivered under Part 3 (alterations in registered particulars);
(c) any document delivered under Part 5 (delivery of accounting documents: general);
(d) any document delivered under Part 6 (delivery of accounting documents: credit or financial institutions);
(e) any return delivered under regulation 69 (return in case of winding up) or 70 (returns to be made by liquidator);
(f) any notice under regulation 77 (duty to give notice of closure of UK establishment).
77.—(1) If an overseas company closes a UK establishment in respect of which it has registered particulars under Part 2, it must forthwith give notice of that fact to the registrar.
(2) From the date on which notice is given under paragraph (1) the company is no longer obliged to deliver documents to the registrar in respect of that establishment.
(3) If a company fails to comply with paragraph (1) an offence is committed by—
(a) the company, and
(b) every officer or agent of the company who knowingly and willingly authorises or permits the default.
(4) A person guilty of an offence under this regulation is liable on summary conviction to—
(a) a fine not exceeding level 3 on the standard scale, and
(b) for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
78.—(1) The following documents are specified for the purposes of section 1105(2)(d) of the Companies Act 2006 as documents that may be drawn up and delivered to the registrar in a language other than English, but which must, when delivered to the registrar, be accompanied by a certified translation into English.
(2) The documents are—
(a) a certified copy of the constitution required to be delivered under regulation 8, 14 or 15 of these Regulations;
(b) copies of accounting documents required to be delivered under regulation 9, 32, 45 or 46;
(c) copies of accounts required to be delivered under section 441 as modified by regulations 40 and 55.
79. The following Regulations are revoked—
(a) the Oversea Companies and Credit and Financial Institutions (Branch Disclosure) Regulations 1992(15),
(b) the Part XXIII Companies and Credit and Financial Institutions (Branch Disclosure) Regulations (Northern Ireland) 1993(16).
80. Schedule 8 contains transitional provisions and savings.
Name
Economic and Business Minister,
Department for Business, Enterprise and Regulatory Reform
Date
Regulation 18
The Secretary of State;
any Northern Ireland Department;
the Scottish Ministers;
the Welsh Ministers;
the Treasury;
the Commissioners for Her Majesty’s Revenue and Customs;
the Bank of England;
the Director of Public Prosecutions;
the Director of Public Prosecutions for Northern Ireland;
the Serious Fraud Office;
the Secret Intelligence Service;
the Security Service;
the Government Communications Headquarters;
the Financial Services Authority;
the Competition Commission;
the Pensions Regulator;
the Panel on Takeovers and Mergers;
the Regulator of Community Interest Companies;
the Registrar of Credit Unions for Northern Ireland;
the Office of Fair Trading;
the Office of the Information Commissioner;
the Charity Commission;
the Charity Commission for Northern Ireland;
the Office of the Scottish Charity Regulator;
the Postal Services Commission;
the Gas and Electricity Markets Authority;
the Northern Ireland Authority for Utility Regulation;
the Gambling Commission;
the Serious Organised Crime Agency;
the Health and Safety Executive;
the Health and Safety Executive for Northern Ireland;
the Food Standards Agency;
the Gangmasters Licensing Authority;
the Security Industry Authority;
a local authority within the meaning of section 54(2) of the Companies Act 2006;
an official receiver appointed under section 399 of the Insolvency Act 1986(17) (appointment, etc, of official receivers);
the Official Receiver for Northern Ireland;
the Crown Office and Procurator Fiscal Services;
a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986(18) (meaning of “act as an insolvency practitioner”) or Article 3 of the Insolvency (Northern Ireland) Order 1989(19) (“act as an insolvency practitioner”);
an inspector appointed under Part 14 of the Companies Act 1985(20) (investigation of companies and their affairs: requisition of documents) or Part 15 of the Companies (Northern Ireland) Order 1986(21) or a person appointed under regulation 30 of the Open-Ended Investment Companies Regulations 2001(22) (power to investigate) or regulation 22 of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004(23);
any person authorised to exercise powers under section 447 of the Companies Act 1985(24) (power to require documents and information), or section 84 of the Companies Act 1989(25) (exercise of powers by officers, etc) or Article 440 of the Companies (Northern Ireland) Order;
any person exercising functions conferred by Part 6 of the Financial Services and Markets Act 2000(26) (official listing) or the competent authority under that Part;
a person appointed to make a report under section 166 (reports by skilled persons) of the Financial Services and Markets Act 2000;
a person appointed to conduct an investigation under section 167 (appointment of persons to carry out general investigations) or 168(3) or (5) (appointment of persons to carry out investigations in particular cases) of the Financial Services and Markets Act 2000(27);
an inspector appointed under section 284 (power to investigate) of the Financial Services and Markets Act 2000;
an overseas regulatory authority within the meaning of section 82(28) of the Companies Act 1989 (request for assistance by overseas regulatory authority);
a police force.
S.R. (NI) 1993 No 198. Back [16]
1986 c.45. Section 399 was amended by section 269 of the Enterprise Act 2002 (c.40). Back [17]
Section 388 was amended by section 4 of the Insolvency Act 2000 (c.39) and by the Insolvency Act (Amendment) (No. 2) Regulations 2002 (S.I. 2002/1240). Back [18]
1985 c.6. Back [20]
S.I. 1986/1032 (N.I. 6). Back [21]
S.I. 2001/1228. Back [22]
S.R. (NI) 2004 No 335. Back [23]
Section 447 was substituted by section 21 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27). Back [24]
Sections 167 and 168 were amended by the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2007 (S.I. 2007/176). Back [27]
Section 82 was amended by section 79 of the Criminal Justice Act 1993 (c.36), the Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 (S.I. 2001/3649) and the Prospectus Regulations 2005 (S.I. 2005/1433). Back [28]
The Overseas Companies Regulations 2009