Q&As

When a registered UK establishment of a foreign company enters into a contract, is it the overseas company or the UK establishment that is named on the contract?

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Published on: 23 February 2018
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This question implies that the UK establishment has a different name from the overseas company. A UK establishment of an overseas company is permitted to have a different name from the overseas company, and if it does, it is treated for all purposes of the law applying in the UK as the company's corporate name

It is commonplace for a UK registered establishment of an overseas company to have some authority to carry on business without reference to the overseas company, perhaps including being authorised to enter into contracts. In fact, having some autonomy from the overseas company is one characteristic that can lead to the requirement for the overseas company to be registered as a UK establishment in the first place.

However, a precise answer to the question of which name is entered on the contract cannot be given here. The question hinges upon the specific circumstances and the laws of the territory

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Jurisdiction(s):
United Kingdom
Key definition:
Overseas company definition
What does Overseas company mean?

CA 2006, s 1044 defines an 'overseas company' as any company incorporated outside the UK. Not every overseas company that carries on business in the UK is required to register its particulars with companies house; the company will have to consider the CA 2006 and the Overseas Companies Regulations 2009 (SI 2009/1801) to determine whether registration is necessary. An overseas company has to be registered at Companies House if it opens an 'establishment' in the UK. An establishment is a branch within the meaning of the Eleventh Company Law Directive, or a place of business that is not such a branch.

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