Overseas companies filing

This helpsheet has been issued by ICAEW’s Technical Advisory Service to help ICAEW members to establish the filing requirements for entities with branches or trading establishments in the UK.

Members may also wish to refer to the following legislation:

• SI 2009/1801 Overseas Company Regulations

Per regulation 4 within one month of opening an establishment in the UK the overseas company must deliver a return to the Registrar of Companies along with a certified copy of the constitutional documents (certified translations are required).

Note that the regulations DO NOT require UK branch or divisional accounts to be prepared or filed. It is the accounts of the overseas entity that are required to be filed in the UK, which may have already been prepared in accordance with the requirements of the overseas jurisdiction.

If the overseas entity does not prepare and publish audited accounts in its home jurisdiction then it will need to prepare accounts in accordance with the Regulations.

The entity has a choice between:

a) accounts prepared in accordance with its parent law (“parent law individual accounts”), but only if they would be compliant with section 396
b) accounts prepared in accordance with international accounting standards (“IAS individual accounts”), or
c) accounts prepared in accordance with section 396 (“overseas companies individual accounts”).

Section 396 requires that the accounts must comprise:

• a balance sheet as at the last day of the financial year, and
• a profit and loss account.

The content of the balance sheet and the profit and loss account must meet certain requirements and additional information must be provided by way of notes to the accounts (the requirements as to form and content can be found in Schedule 4 of the Overseas Companies Regulations 2009).

If the overseas entity is a parent itself, and is not exempted from preparing consolidated accounts, then similar requirements to the above apply, in addition to the requirements of Schedule 5 of the overseas Companies Regulations 2009.

The company must file a statement of the of legal, accounting and, if applicable, auditing framework applied.

Credit and financial institutions are outside the scope of this help-sheet as separate rules apply.

Unlimited companies also have no obligation to file accounts.

ICAEW members, affiliates, ICAEW students and staff in eligible firms with member firm access can discuss their specific situation with the Technical Advisory Service on +44 (0)1908 248 250 or via webchat.