Registration Of Charges By Overseas Companies

What? Overseas companies with a registered UK establishment will no longer be required to submit details of security they create over assets in the UK for registration with Companies House.

So What? Over the medium to long term this will involve significant changes to the way we find out what security has previously been granted by an overseas company. The process is likely to become more cumbersome, time consuming and expensive.

When? From 1 October 2011.

From 1 October 2011, overseas companies with a registered UK establishment will no longer be required to submit details of security they create over assets in the UK for registration with Companies House. Form OSMG01 will therefore become obsolete. Instead, such companies are required to maintain an in-house register of certain security interests they create (over land, IP, ships, aircraft and any floating charges) and to make details of the contents of such registers available for inspection.

What's new?

From 1 October 2011, overseas companies with a registered UK establishment will no longer have to register charges they create over assets in the UK at Companies House. The relevant regulations are The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011. In this note the new regulations are referred to as the “Amending Regulations” and the original 2009 regulations as the “2009 Regulations”.

So what do I do now?

Where a transaction involves the execution (on or after 1 October 2011) of security by an overseas company over assets located in the UK, there is no longer a need to complete a form OSMG01 and submit the document to Companies House.

This change will also remove any argument about the need for “son-of-Slavenburg” applications – i.e. submitting documents even where a search of Companies House records reveals no UK registered establishment. Some have continued to submit applications in these circumstances, although the benefit of such action has never been clear.

Impact on facility agreements and legal opinions

With effect from 1 October 2011, you should include in your facility agreements:

a representation that the charges register of the company is up to date and that the company has disclosed to the bank the existence of any other security not required to be entered into the register; as a new condition precedent, a director's certificate that the charges register maintained by the company is complete and up to date and that the...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT