Foreign Companies with a UK branch or place of business and Corporation Tax

Dear Mr Burgess

I refer to your FOI request of 4 March 2010. The guidance below refers to
the 1985 Companies Act but I am not aware that the 2006 Act changed
anything significantly.

The non-resident company should file accounts. Non-resident companies
trading in the UK are issued with a registration number (prefix F) by
Company's House. However, the position is not straight forward. The
accounts and reports to be filed depend on whether the overseas company
has a branch in the UK, as opposed to a place of business, and whether its
home country law requires accounts to be disclosed ie made public, and
accompanied by the directors', and the auditors' reports. S700 CA 1985
requires every overseas company to prepare accounts and directors' and
auditors' reports as if it were a UK registered company. S700(2) allows
the Secretary of State to modify the requirements, or to exempt an
overseas company from them, or from such as may be specified. SI 440/1990
modified the requirements in S700(1) ie the overseas company no longer has
to deliver the directors' and auditors' reports, or provide details of
directors' emoluments. According to Tolleys Company Law Handbook the
exemption does not apply if the company's shares are listed or traded on
the USM. Group accounts are required in all cases if the overseas company
has subsidiaries.

The above general regime is modified for overseas companies that have a
branch in the UK. The 11 th EEC Company Law Directive (incorporated in
ICTA by S699AA, itself inserted by SI 1992/3179 regulation 3(1), Schedule
2 Para 16) applies Schedule 21D of the Companies Act 1985 (inserted at the
same time) to overseas companies that have a branch in the UK, and are not
a financial institution.

i) Company required to make disclosure under parent law.

Part I of Schedule 21D applies if the parent law requires the company to
make public its audited accounts.

Whilst the relaxation in SI 440/1990 applies to overseas companies that do
not have a branch in the UK it is overridden when a branch exists by
Schedule 21 D Para 6(2) which specifies the accounting documents the
company must deliver to the Registrar :-

. the company's accounts for the period, including consolidated
accounts if it has subsidiaries,

. any annual report of the directors,

. the auditors' report, prepared in accordance with its home
country law,

. any auditor's report on the directors' report.

This requirement applies if an overseas company has a branch and is
required to make disclosure under its domestic law. Then the above
accounting documents are to be filed.

ii) Company not required to make disclosure under parent law.

Where the overseas company is not obliged by its domestic law to prepare
audited accounts Paragraph 8 Schedule 21 D CA 1985 requires it to prepare
for each branch and for each financial year, and to deliver to the
Registrar, such accounts, directors' and auditors' reports as it would
prepare if S700 applied. (See Tolley's 38.44.) That S700(2) permits the
requirements to be modified means that the auditor's or directors' reports
need not to be prepared because of the relaxation introduced by SI
440/1990.

This is the interpretation given by the commentaries on the Companies
Act.

Here is a link which should take you to the
website.[1]www.companieshouse.gov.uk/infoandguidance.

Mike Hogan

International specialist

tel. 020 7147 2655

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References

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1. http://www.companieshouse.gov.uk/infoand...

Dear Mr Burgess,

I think your enquiry would be best directed to Companies House itself.

I doubt that the UK branch profits and tax figures are publicly available. There would be no reason for a company to publish figures other than for a legal entity. Nothing provided in the company's tax returns is publicly available.

Yrs sincerely,

Mike Hogan

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