Guidance

Overseas companies and limited liability partnerships (PG78)

Guidance for conveyancers on overseas companies and limited liability partnerships (practice guide 78).

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This guide deals with the registration requirements for overseas companies, in particular the requirements when they differ from those for UK companies. The guide also includes some information about overseas limited liability partnerships.

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Published 31 July 2017
Last updated 29 May 2018 + show all updates
  1. Section 3.6 on cross-border mergers has been corrected to explain that where the transferee is not a UK company, the merger must be approved by the relevant competent authority in the member state. This may be a Companies Registry rather than a court. Section 4.3 on execution without a common seal has been amended to include an example of execution where the authorised person is a corporate body incorporated in England and Wales. Section 5 on insolvency has been amended to confirm that the evidence of liquidation for an overseas company required is a certified copy of the court order or other documents relied on and the written opinion of a lawyer as to the nature and effect of the liquidation.
  2. Section 4.3 of the guide has been updated to clarify the execution requirements for a document by an overseas company without a common seal. This reflects the amendment made to Paragraph E of Schedule 9 to the Land Registration Rules 2003 by the Land Registration (Amendment) Rules 2018 coming into force on 6 April 2018. Section 3.3 of the guide has been amended as rule 111A is being revoked by the Land Registration (Amendment) Rules 2018 coming into force on 6 April 2018.
  3. Section 4.2 has been amended. As a result of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 the form of execution set out in Schedule 9, Part E of the Land Registration Rules 2003 is no longer correct, in addition, the Land Registration (Amendment) Rules 2018 will amend Part E with effect from 6 April 2018.
  4. Section 3.3 has been amended to clarify our practice as a result of customer feedback.
  5. Section 3.8 now confirms the actual date when Societas Europaea were introduced into UK law and a new section 4.4 has been added which deals with discharges.
  6. First published.