Companies Act 2006, section 1046

Duty to register particulars

Part 34 Overseas companies

(1)The Secretary of State may make provision by regulations requiring an overseas company—

(a)to deliver to the registrar for registration a return containing specified particulars, and

(b)to deliver to the registrar with the return specified documents.

(2)The regulations—

(a)must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(b)may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and

(c)may, in any case, require the registration of particulars in such other circumstances as may be specified.

(3)In subsection (2)—

  • “branch” means a branch within the meaning of the Eleventh Company Law Directive ( 89/666/EEC );

  • “Gibraltar company” means a company incorporated in Gibraltar.

(4)The regulations may provide that where a company has registered particulars under this section and any alteration is made—

(a)in the specified particulars, or

(b)in any document delivered with the return,

the company must deliver to the registrar for registration a return containing specified particulars of the alteration.

(5)The regulations may make provision—

(a)requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and

(b)requiring it to be so delivered before the end of a specified period.

(6)The regulations may make different provision according to—

(a)the place where the company is incorporated, and

(b)the activities carried on (or proposed to be carried on) by it.

This is without prejudice to the general power to make different provision for different cases.

[F1339 (6A)Where regulations under this section require an overseas company to deliver to the registrar for registration—

(a)a service address for an officer of the company, or

(b)the address of the principal office of an officer of the company,

the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.F1339]

[F1340 (6B)Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.

(6C)The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.F1340]

(7) In this section “specified” means specified in the regulations.

(8)Regulations under this section are subject to affirmative resolution procedure.

Read section 1046 in the full Act → Definitions (6) Cases (4)

Definitions used in section 1046

overseas company

In the Companies Acts an “overseas company” means a company incorporated outside the United Kingdom.

Defined in s.1044 · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act
service address

(1) In the Companies Acts a “service address”, in relation to a person, means an address at which documents may be effectively served on that person.

Defined in s.1141(1) · see it in the full Act
officer

“officer”, in relation to a body corporate, includes a director, manager or secretary;

Defined in s.1173(1) · see it in the full Act

Cases considering section 1046 (4)

Stephen White & Anor, R (on the application of) v The Commissioners for HMRC

[2025] EWHC 1600 (Admin) · 27 June 2025

Identified as the enabling provision for the current Overseas Company Regulations. The judgment noted that Edge was not shown to have a UK establishment or to fall within that regime (see para [105]).

BW LEGAL SERVICES LIMITED v GLASSDOOR INC

[2022] EWHC 979 (QB) · 29 April 2022

The provision was cited as part of the statutory context for companies registering a presence in the jurisdiction. It was not otherwise construed or applied (see para [41]).

IN THE MATTER OF SMILE TELECOMS HOLDINGS LIMITED

[2022] EWHC 740 (Ch) · 30 March 2022

The registration requirement for overseas companies helped support the inference that Part 26A contemplates orders sanctioning plans which amend an overseas company’s articles. (see para [65])

What each judgment says about section 1046 is in the case-law panel in the full Act.

Explanatory note

1332.This section confers on the Secretary of State a new power to make regulations to require overseas companies to register with the registrar of companies. The regulations may require particular information to be included in the registration. For example, an address for the company and details of its directors. The regulations may also require particular documents to be sent to the registrar, such as a copy of the company’s constitution. Subsection (2) ensures that the regulations implement the requirements of the Eleventh Company Law Directive ( 89/666/EEC), under which an overseas company must register if the company opens a branch in the UK.

1333.Regulations may require the overseas company to inform the registrar of companies of any changes in the details or documents it has registered ( subsection (4) ). The regulations may set deadlines for sending the information to the registrar of companies. They may also determine whether the overseas company should register with the registrar for England and Wales, the registrar for Scotland or the registrar for Northern Ireland. For example, an overseas company that opens a branch in Scotland may be required to register with the registrar of companies for Scotland.

1334.The Eleventh Company Law Directive imposes different disclosure requirements depending on where the overseas company setting up the branch is incorporated. Different reporting requirements are imposed on credit and financial institutions. Therefore regulations under this section may make different provision according to the place where the company is incorporated and the activities carried on by it.

1335.Regulations made under this section will be subject to the affirmative resolution procedure.

All the explanatory notes for the Act

Amendments and notes

3 notes from legislation.gov.uk

Amendments

  1. F1339S. 1046(6A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 98, 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.
  2. F1340S. 1046(6B)(6C) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 99, 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.

Commencement

  1. I347S. 1046 wholly in force at 1.10.2009; s. 1046 not in force at Royal Assent, see s. 1300; s. 1046 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1046 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(q) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18) text for certain specified purposes only, see the commentary.