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This publication is available at https://www.gov.uk/government/publications/overseas-companies-and-limited-liability-partnerships-pg78/practice-guide-78-overseas-companies-and-limited-liability-partnerships
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.
If you think that there are any significant gaps, or the guide could be enhanced, please let us know by emailing firstname.lastname@example.org.
2. Definition of overseas company
For registration purposes and for the purposes of this guide ‘overseas company’ means a company which is incorporated outside the UK. This includes companies incorporated in:
- one of the Channel Islands (commonly Jersey or Guernsey)
- the Isle of Man
- the Republic of Ireland (companies incorporated in Northern Ireland are UK companies)
It also means any overseas limited liability partnership or European Economic Interest Grouping, that has a separate legal existence from its individual partners or members. Reference to an overseas company should therefore be interpreted as also meaning an overseas limited liability partnership or European Economic Interest Grouping unless stated otherwise in any particular section.
3. Registration applications made by overseas companies and limited liability partnerships
3.1 Evidence required on registration of overseas company as proprietor of an estate or charge
HM Land Registry must be satisfied as to the company’s corporate status and its powers of holding and dealing with land in England and Wales before registering it as proprietor of an estate or charge.
Rule 183 of the Land Registration Rules 2003 requires you to supply one of the following forms of evidence with the application unless there is an arrangement for the company with HM Land Registry (see Arrangements with HM Land Registry regarding execution).
- A certificate in Form 7 completed by a qualified lawyer practising in the territory of incorporation of the company (see Appendix 1: Form 7 Certificate of powers of overseas companies).
- A certified copy of the charter, rules, statute, memorandum and articles of association or other document(s) constituting the company. A certified or notarised translation is required if this document is not in English or Welsh.
A legal opinion letter will only be accepted instead of either of the above if it conclusively provides all the information required by Form 7 and is neither qualified nor conditional.
The same evidence is required when an application is made to register an overseas limited liability partnership as proprietor of an estate or charge but we also require evidence that the limited liability partnership has its own legal personality.
To register a European Economic Interest Grouping, in addition to the above evidence we will require an up-to-date company search consisting of all the documents submitted by the European Economic Interest Grouping, which must have a UK establishment registration at Companies House, and also evidence of appointment of the European Economic Interest Grouping’s manager or other legal person as its representative, if this is not clear from the other documents lodged.
3.1.1 Company incorporated for a limited duration
If you are registering an overseas company as proprietor of an estate or of a charge, it is essential to ensure that the company was in existence at the date of the application. If the company’s original lifespan provided for in its constitution has come to an end, you will need to provide evidence that the lifespan has been extended and confirm that this accords with the company’s constitution.
Where a company incorporated for a limited duration is being registered as proprietor of an estate, a non-standard restriction can be entered in the register to reflect this by submitting form RX1 (unless there is already an arrangement in place with us relating to the company for the entry of a restriction). An acceptable form of wording for this restriction is:
‘No disposition by the proprietor of the registered estate completed on or after (insert the date on which the life of the company expires here) is to be completed by registration unless a certificate is given by a conveyancer on behalf of the company that it remained incorporated under its domestic law on the date of such disposition.’
Similarly, where a company incorporated for a limited duration is being registered as proprietor of a charge and a short period of the company’s life remains at the date of the charge, for example 25 years, the following non-standard restriction can be applied for:
‘No disposition by the proprietor of the charge dated (insert the date of the charge here) in favour of (insert the name of the company here) completed on or after (insert the date on which the life of the company expires here) is to be completed by registration unless a certificate is given by a conveyancer on behalf of the company that it remained incorporated under its domestic law on the date of such disposition.’
3.2 Entry of overseas company in the register
When registered as the proprietor of an estate or charge, the name of the overseas company will be set out in the register followed by its territory of incorporation and, if applicable, its UK registration number. For example:
‘[Name of Company] (incorporated in [territory of incorporation]) (UK. Regn. No. [FCxxxxxx]).’
The name of the company will be set out as it has been registered in its state of origin. Please note that if a company has an establishment name because it has a branch or place of business in the UK, we will not register the company as a proprietor using this name, although it can be recorded after the UK registration number if requested.
Companies incorporated in the United States of America and Canada are often incorporated within the states or territories comprised in those countries and this is also reflected in the register. The same is applicable to companies that are incorporated in a particular part of the United Arab Emirates, for example Abu Dhabi, and also where a company is incorporated in a free trade zone, for example Madeira Free Trade Zone.
HM Land Registry must be satisfied as to the company’s corporate status and its powers of holding and dealing with land in England and Wales before registering it as proprietor of a charge. You will need to supply one of the forms of evidence listed in Evidence required on registration of overseas company as proprietor of an estate or charge unless there is a pre-agreed arrangement for that company with us.
The charge must be executed in accordance with The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (SI 2009/1917) as explained in Execution of deeds by overseas companies.
Charges by overseas companies dated before 1 October 2009 or on or after 1 October 2011 do not have to be registered at Companies House; the provisions of rule 111A of the Land Registration Rules 2003 no longer apply to charges created during this period.
For charges created by overseas companies on or after 1 October 2009 and before 1 October 2011, you will need to supply evidence that the charge has been registered (by the Registrar of Companies) under Part 3 of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009, or evidence, in the form of a conveyancer’s certificate, to confirm that the charge, when created, did not require to be so registered.
The certificate of registration of charge issued by the Registrar of Companies can be accepted as evidence of registration. However, we also accept the oval rubber stamp impression placed by the Companies Registry on the charge at the time of registration as sufficient evidence. If no such evidence of registration is provided, the following Note will be added to the charge entry in the register:
‘NOTE: This charge is subject to the provisions of section 1052 of the Companies Act 2006.’
There is, however, currently no requirement under the Companies Act 2006 to register at Companies House any charge created by an overseas limited liability partnership.
3.4 Change of name
Where an overseas company has changed its name we will require one of the following forms of evidence to be lodged.
Evidence that the company has changed its name in its country of origin in accordance with the laws of that country (a certified or notarised translation is also required if this is not in English or Welsh), and:
- where the company has established a place of business within the United Kingdom and the particulars of that company have been registered at the Companies Registry under section 1048 of the Companies Act 2006, a letter from the Companies Registry confirming that the new name has been registered with them, or
- a copy of a certificate of registration of a change of name of an overseas company issued by the Companies Registry. (A certificate relating to the establishment of a branch or place of business in the UK is not sufficient evidence of a change of name.)
3.5 Change of domicile
Where an overseas company has changed its territory of incorporation we will require the following forms of evidence to be lodged.
A letter from a qualified lawyer practising in territory A (the original place of incorporation) that makes it clear whether the company will either:
- cease to be incorporated in that territory, or
- continue to be incorporated in that territory as well as in territory B
The letter must also state that the law of territory A recognises the company incorporated in territory B as the same legal person as the company that is or was formerly incorporated in territory A, and:
a letter from a qualified lawyer practising in territory B (the new place of incorporation) that makes it clear that:
- the company has been incorporated in territory B (not just registered as a foreign company with a branch or place of business there), and:
- the law of territory B regards the company as the same legal person as the company that is or was formerly incorporated in territory A, rather than as a new company, and:
either a duly completed certificate in Form 7 by a qualified lawyer practising in territory B or a certified copy of the charter, statute, rules, memorandum and articles of association or other document(s) reconstituting the company in territory B. Any document lodged that is not in English or Welsh must be accompanied by a certified translation
Unless the laws of both territories treat the company registered in territory B as the same legal person as the company registered, or formerly registered, in territory A, the company in territory B must be regarded as a new and different legal person, in which case it cannot be entered in the register unless the estate or charge is transferred to it by the company incorporated in territory A, or its liquidator, in the usual way.
3.6 Cross-border mergers
The Companies (Cross-Border) Regulations 2007, implementing EU Directive 2005/56/EU, establish a framework for cross-border mergers between UK companies and companies from other European Economic Area member states.
A cross-border merger occurs when a new or existing limited liability company from one country acquires a company from another country, with the effect that the acquiring ‘transferee’ company ‘absorbs’ the merging company, which is dissolved without going into liquidation and whose assets and liabilities are transferred to the transferee company on its dissolution.
A UK court must approve the merger if the transferee company is a UK company. If the transferee company is not a UK company, approval will be given by the court in that company’s jurisdiction.
A cross-border merger takes effect by operation of law and is a registerable disposition for the purpose of section 27 of the Land Registration Act 2002. No fee is payable to register the merger as it is a statutory vesting. Where the estate is unregistered such a merger is not a trigger for compulsory first registration under section 4(3) of the Land Registration Act 2002, although an application may still be made for voluntary registration in form FR1, with the usual documentary evidence of title. Please note that a (reduced) scale 1 fee is payable for voluntary first registration under article 2(5) of the Land Registration Fee Order 2013.
Any application made to register a cross-border merger must be accompanied by a copy of the necessary court order. Where the transferee is an overseas company we will also require either a duly completed certificate in Form 7 (see Appendix 1: Form 7 – Certificate of powers of overseas companies) by a qualified lawyer practising in the territory of incorporation or a certified copy of the charter, statue, rules, memorandum and articles of association or other document(s) constituting the corporation. Any document lodged that is not in English or Welsh must be accompanied by a certified translation.
3.7 Protected cell companies and incorporated cell companies
Some jurisdictions provide for protected cell companies and incorporated cell companies. This enables various assets and liabilities of the company to be partitioned off into separate ‘cells’, which may or may not have a separate legal personality. The precise nature of a protected cell company or incorporated cell company will depend on the law in the territory of their creation. When an application is made to register a protected cell company or incorporated cell company as proprietor of an estate or charge we will need evidence as to the constitution and legal personality of the applicant.
For example, under Guernsey law, a protected cell company is a single legal person and distinct cells within the protected cell company structure are not legal persons. A registered estate or registered charge can therefore be registered only in the name of the protected cell company whether or not the property belongs to the core of the protected cell company or only a cell. If the cell has its own trading name and a specific request is made in the application form or in a letter, then this will be included in the register entry.
In view of the company structure, an application for registration of a protected cell company may be accompanied by an application for entry of a restriction.
Unlike a protected cell company, if an incorporated cell company, under Guernsey law, creates a cell within its structure, each incorporated cell is a separate legal person.
3.8 Societas Europaea
A Societas Europaea is a form of European public company introduced into UK law with effect from 8 October 2004 by the European Public Limited Liability Regulations 2004. It has a distinct legal personality from its members. Societas Europaea are formed partly with the aim of facilitating transfers and mergers with companies in other parts of the European Union.
A Societas Europaea can be set up and registered in any European Union member state. A Societas Europaea may transfer its registered office within the European Union without dissolving in one member state and reincorporation in another.
When applying to register a Societas Europaea as proprietor of an estate or charge, we will need the evidence mentioned in Evidence required on registration of overseas company as proprietor of an estate or charge.
4. Execution of deeds by overseas companies
The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (SI 2009/1917) allow an overseas company to execute a document in one of the following three ways. The regulations apply section 44 of the Companies Act 2006 with some amendments.
Questions as to who is duly authorised to act on behalf of an overseas company in making a contract or executing a document are determined by the law of the company’s domicile, not the governing law of the contract or document (Integral Petroleum SA v Scu-Finanz AG  EWCA Civ 144).
4.1 Execution under a common seal
An overseas company that has a common seal may execute deeds using that seal provided the deed is executed in a form appropriate to a company registered under the Companies Act, with such adaptations as may be necessary. Practice guide 8: execution of deeds – section 3.1 Execution by a company under its common seal sets out the methods by which a deed may be executed in this manner.
Where the seal is affixed in the presence of and attested by a permanent officer of the corporation who is not a clerk (or their deputy) or secretary (or their deputy), a note is required to be added to the description below the signature to the effect that the signatory is, in fact, a permanent office of the corporation. A similar such note is required where the seal is affixed in the presence of and attested by a member of the governing body where their title does not make this clear.
We may also accept execution by this method even where an overseas company has not previously had a seal. Provided there is nothing in the corporation’s constitution or domestic law to limit its powers in this respect, it would appear to be open to the board, council or other governing body to adopt a seal for the purpose of executing deeds in relation to property in England and Wales.
4.2 Execution in a manner permitted by local law
Under Regulation 4 of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 a deed may be executed “in any manner permitted by the laws of the territory in which the company is incorporated for the execution of documents by such a company”. In this instance we will require evidence (which might include a letter from a qualified lawyer practising in or familiar with the domestic legislation of the territory of incorporation) to establish that the manner of execution used is indeed effective according to the law of the territory of incorporation. Such evidence must not be conditional or qualified in any way. Any documentation in a language other than English or Welsh must be accompanied by a certified or notarised translation.
4.3 Execution by signature of authorised person(s)
The Regulations apply section 44(2) of the Companies Act amended as follows:
“(2) A document which:
(a) is signed by a person who, in accordance with the laws of the territory in which an overseas company is incorporated, is acting under the authority (express or implied) of the company, and
(b) is expressed (in whatever form of words) to be executed by the company,
has the same effect in relation to that company as it would have in relation to a company incorporated in England and Wales or Northern Ireland if executed under the common seal of a company so incorporated.”
Section 44(3) of the Companies Act 2006 is amended as follows:
“(3) In favour of a purchaser a document is deemed to have been duly executed by an overseas company if it purports to be signed in accordance with sub-section (2).”
Where the deed is to be executed by the signature of an authorised person(s) and is one whose form is prescribed by the Land Registration Rules 2003, the following attestation clause is required to be used:
Signed as a deed on behalf of (by (names of company), a company incorporated in (territory), by (full name(s) of person(s) signing), being [a] person[s] who, in accordance with the laws of that territory, [is][are] acting under the authority of the company
It may also be possible to rely on section 74(3) of the Law of Property Act 1925 to execute a deed. However this is much the same as the third method above with the added requirement that the signature be witnessed.
Unless the overseas company is already the proprietor of the land or charge, whichever of the above methods of execution is used we will need to see evidence of their corporate status, which may consist of either a certificate in Form 7 provided by a qualified lawyer practising in the territory of incorporation or a certified copy of the constitution of the corporation - see Evidence required on registration of overseas company as proprietor of an estate or charge.
For European Economic Interest Groupings, only their managers or a representative duly appointed under regulation 5 of the European Economic Interest Grouping Regulations 1989 (SI 1989/638) can represent the European Economic Interest Grouping in dealings with third parties. We may query a disposition executed by a single manager if the disposition is in favour of one of the members of the European Economic Interest Grouping.
The following form of execution is suggested (none is prescribed):
“Signed and delivered (or signed as a deed) by [name]
The (sole)(joint) (representative of)/(manager(s) of)
__________ European Economic Interest Grouping
In the presence of________.”
4.4 Discharges and releases by overseas companies
We will not question the execution of a form DS1 or form DS3 that has been executed otherwise than under seal, provided that:
- it is signed by a person or persons who, in accordance with the laws of the territory in which the company or limited liability partnership is incorporated, is or are acting under the authority (express or implied) of that company or limited liability partnership
- it is expressed, in whatever form of words, to be executed by that company or limited liability partnership, and
- there is satisfactory evidence that the corporate body executing the deed is an overseas company or limited liability partnership in which it is incorporated.
4.5 Arrangements with HM Land Registry regarding execution
An overseas company that is regularly party to documents lodged for registration may wish to consider seeking an arrangement with us whereby we look to approve the method of execution of deeds and discharges, and the evidence required to be produced when applying for registration as proprietors of a registered estate or of a registered charge. There is no guarantee that an arrangement will be provided in every case, however such an arrangement should prevent the need for requisitions regarding the validity of an execution or the powers of an overseas company to hold estates or to borrow money on the security of estates. If approved, HM Land Registry’s Head Office will issue a ‘facility letter’ to confirm the details of the arrangement. A copy of any facility letter issued should be lodged with applications for registration.
If you consider that your client may benefit from an arrangement, please contact the Commercial Arrangements Section at HM Land Registry’s Head Office for further advice.
Please note that this guide does not in any way affect arrangements already in force.
The liquidation of a foreign company in its country of incorporation is recognised by English law. If you wish to make an application to register a disposition made by or on behalf of such a company then your application must be made in form AP1, and be accompanied by appropriate evidence of the liquidation and of its effect. This might include:
- certified copies of the court orders or other documents relied upon
- the written opinion of a lawyer qualified to practice company law in the country of incorporation as to the nature and effect of the proceedings on the company and as to the powers of the liquidator or other person representing the company, including the power to execute documents on behalf of the company
Certified or notarised translations should be supplied of any documents not in English or Welsh.
A foreign company that has been carrying on business in the United Kingdom may be wound up as an unregistered company under the Insolvency Act 1986 even though it may already have been dissolved, or otherwise ceased to exist, under the law of its country of incorporation (section 225 of the Insolvency Act 1986). The winding up will be by order of the court and a certified copy of the winding up order (under section 125 of the Insolvency Act 1986) will need to be produced in every case. If the official receiver is the liquidator, nothing more is required. For other liquidators, you must produce as evidence either:
- a certified copy of the resolution passed at the creditors’ meeting appointing the liquidator (under section 139(2) of the Insolvency Act 1986)
- a certified copy of the resolution passed at the contributories’ meeting appointing the liquidator and a certificate by the liquidator, or by their conveyancer, that a meeting of the creditors was duly held and that the creditors’ meeting either confirmed the appointment of the liquidator or did not pass a resolution nominating a liquidator. If the creditors’ and the contributories’ meetings nominate different liquidators, the person nominated by the creditors will act unless an order is made by the court on an application made within seven days of the creditors’ nomination – sections 139(3) and (4) of the Insolvency Act 1986
- a certified copy of the order of the court appointing the liquidator under sections 139(4) or 140 of the Insolvency Act 1986. At any time after the presentation of a winding-up petition, the court may appoint a provisional liquidator to carry out such functions as it may confer. The powers of a provisional liquidator may be limited by the order making the appointment, or
- a certified copy of the appointment of the liquidator by the Secretary of State (under section 137 of the Insolvency Act 1986)
5.1 Applications under the Cross-Border Insolvency Regulations
The Cross-Border Insolvency Regulations 2006 (the Regulations) give effect to the United Nations Commission on International Trade Law Model Law on cross-border insolvency. The Model Law is intended to cover cases such as where the debtor has assets in more than one state. An important objective of the Model Law is to provide direct access for the person administering a foreign insolvency proceeding (the foreign representative) to the courts of this country to seek a temporary respite and to allow the courts to determine what relief or coordination is needed for the optimal disposal of the insolvency.
The Model Law establishes criteria for a court in England and Wales to determine whether a foreign proceeding is to be recognised and if so, whether as a “main” or “non-main” proceeding (depending on whether the foreign proceeding is taking place in the country where the main centre of interests of a debtor company is located).
The Model Law sets out the effects of recognition of a foreign insolvency proceeding by a court in England and Wales and the relief available to a foreign representative.
One of the effects of an order for recognition of a foreign main proceeding under Article 20 of the Model Law is the automatic trigger of a suspension of the company’s right to transfer, encumber or otherwise dispose of its assets. This suspension is of the same scope as if the company had been made subject to a winding up order. However no winding up order is made and there is no liquidation or appointment of a liquidator. The principal effect for the purposes of Land Registration is that the officials of the company will no longer have the power to execute documents on behalf of the company. The automatic suspension can be modified or terminated by court order.
The Model Law also provides for the court to grant either interim (Article 19) or discretionary (Article 21) relief to the foreign representative for the benefit of any recognised foreign proceeding. This includes relief to suspend the company’s right to dispose of or encumber its assets. It is envisaged that any court orders granting relief under either Article 19 or 21 will be specific in nature.
5.1.1 Applications to register a restriction based upon a court order under Articles 19, 20 and 21
Where an order is made by the court, the Regulations provide that the foreign representative shall make the appropriate application to the Chief Land Registrar to give effect to the terms of the order. Schedule 2 Part 7 of the Regulations sets out the form of protection which may be applied for. This will not affect the protection afforded to third party purchasers under section 26 of the Land Registration Act 2002.
5.1.2 Where the company is the registered proprietor of a registered estate
Where the order is a recognition order in respect of a foreign main proceeding under Article 20 or an order suspending the debtor company’s right to transfer, encumber or otherwise dispose of any of the assets of the company and the company is the registered proprietor of a registered estate which it holds for its sole benefit, then the Regulations prescribe that the application will be for a restriction to the effect that:
“no disposition of the registered estate…by the registered proprietor of that estate…is to be completed by registration within the meaning of section 27 of the Land Registration Act 2002 except under a further order of the court”.
It is anticipated that the usual form of application will be for the entry of a non-standard form restriction in those terms. This is similar in effect to the standard form restriction AA which is used to protect interests under a freezing order.
In any other case, the application will be for such entry as shall be necessary to reflect the effect of the court order.
The application should be made in form RX1 and be accompanied by the appropriate fee and a certified copy of the court order.
It is possible that the court may direct the registrar to enter a restriction using its powers under section 46 of the Land Registration Act 2002. If a court directs the registrar to enter a restriction, then the appropriate form of application will be form AP1. The application should again be accompanied by the appropriate fee and a certified copy of the court order.
The imposition of the suspension of the right to dispose of or encumber its assets does not affect the rights of secured creditors, nor does it prevent the subsequent initiation of insolvency proceedings under the Insolvency Act 1986.
5.1.3 Where the debtor company is the proprietor of a registered charge
The same principles as set out in Where the company is the registered proprietor of a registered estate will apply where the debtor company is the proprietor of a registered charge, except that the restriction will relate to dispositions of the registered charge rather than of the registered estate.
6. Fraud prevention
6.1 Address for service
If we need to write or send a formal notice to a registered proprietor we will write to them at their address(es) for service as shown in the register. It is essential that their address is correct and up to date and that we are informed of any change of address at the earliest opportunity. There is no fee for changing or adding an address for service, further details of which can be found on our website on GOV.UK.
You can supply up to three addresses for service, one of which must be a postal address (but this does not have to be within the United Kingdom) and one or more of which may be an email address. It is strongly recommended that an overseas company supplies at least one email address, particularly where the registered property is not occupied by the owner or where the postal address is overseas. This is to ensure that any notices sent to the address for service are received by the company and as soon as possible. Please note that where notice is sent to an overseas address, we will not allow any additional time for the recipient to deal with the notice.
6.2 Verification of identity
When dealing with an overseas company that is not represented by a UK conveyancer, you should expect to see, for example, a letter from a lawyer authorised to practise in the country of the body’s incorporation confirming that it still exists and that the representative is authorised to act for them. You must be satisfied that the party to the transaction with which you are dealing is one and the same organisation – a company search will show if a UK company has been set up with the same name.
6.3 Property Alert service
Our free Property Alert service allows you to monitor certain key activity on up to 10 properties. It is strongly recommended that this service is used. We will notify you each time that there is significant activity on any of the monitored properties, for example if an official search or application is lodged. This will allow you to assess whether or not the activity is suspicious and, if you think it is, to contact us as a matter of urgency so that we can take steps to prevent the matter from proceeding further. There is a dedicated HM Land Registry property fraud line available for this purpose, details of which can be found in Property Fraud Line. For more information and to set up an account, please see our Property Alert guidance.
6.4 Entry of a restriction
A company may request the entry of a counter-fraud restriction in the register that requires a conveyancer to certify they are satisfied that the company executing a deed in respect of the property is one and the same company as is the registered proprietor. The conveyancer must also certify they have taken reasonable steps to establish that anyone who executed such a deed on behalf of the company held the stated office at the time of execution.
You can request the entry of this non-standard restriction on up to three titles by using form RQ(Co), which can be downloaded from our website. There is no fee for this service. If, however, you wish to have the restriction entered on any additional titles, an application in respect of those additional titles must be made using form RX1 accompanied by the appropriate fee under Part 1(2) of Schedule 3 to the Land Registration Fee Order 2013.
6.5 Property fraud line
For any concerns regarding fraud we have a dedicated property fraud line that operates between 8.30am and 5pm Monday to Friday and can be contacted by calling 0300 006 7030 from within the UK or +44 300 006 7030 from abroad. You can also contact us by email at email@example.com.
If you believe you have been subject to fraud you should also contact Action Fraud by using their online reporting tool or by contacting their specialist fraud advisers on 0300 123 2040 from within the UK or +44 1475 650 451 from abroad. They will pass on information to the National Fraud Intelligence Bureau run by the City of London Police.
7. Appendix 1: Form 7 - Certificate of powers of overseas companies
(as referred to in rule 183 and Schedule 3 to the Land Registration Rules 2003)
- I of [insert workplace address, including country] certify that –
- I give this certificate in respect of [the corporation],
- I practise law in [insert territory] (the territory) and am entitled to do so as a qualified lawyer under the law of the territory,
- I have the requisite knowledge of the law of the territory and of the corporation to give this certificate,
- the corporation is incorporated in the territory with its own legal personality, and
- the corporation has no limitations on its power to hold, mortgage, lease and otherwise deal with, or to lend on a mortgage of charge of, land in England and Wales.
8. Appendix 2: Checklist
- included evidence in respect of the company’s corporate status and their powers to hold and deal with land in England and Wales?
- enclosed certified or notarised translations of any documents not written in English or Welsh?
- set out the territory of incorporation and UK registration number (where applicable) at panel 6 of form AP1/FR1?
- informed us of the current address for service?
- considered the content of Fraud Prevention?