Report on Returning a Business to the UK from an Independent Expert Panel

Report on Returning a Business to the UK from an Independent Expert Panel Presented by: Mrs. Knapp Date: Monday 2 December 2024 Eligibility - Bodies corporate registered in their existing jurisdiction - Not if insolvent, receiver etc. appointed, in liquidation or compromise or arrangement ongoing - What if subject to resolution tools? - Reserve power to stop bodies corporate from particular countries Form And Information - Provide at least same information as someone establishing a private/public company • No requirement for an equivalent form • Additional information e.g. Info on share premium + treasury shares, outstanding debentures + charges, latest disclosed accounts - Proposed directors to make a solvency statement - renewed if needed - Company will decide e.g. what share capital should be, how existing capital and reserves are treated Process - Body corporate must meet requirements of its jurisdiction to leave - Apply to Companies House - No "good faith" requirement or national security requirement - Applicant proposes date to take effect can change it - - Applicant deals with other regulators - Companies House to approve application in principle - Domiciliation takes effect when certificate issued Could be period when registered in 2 jurisdictions Effect Of Redomiciling To UK - Becomes a UK company when certificate issued - Keeps its legal personality, rights + liabilities etc. - Proposals so some resolutions passed conditional on domiciliation will work • E.g. share allotment authorities + share buybacks - New share certificates needed - Company registers in place from domiciliation Additional Requirements For Redomiciled Companies - Registered number will denote them eg R123456789 - Can choose new accounting reference date subject to limits - Must determine realized profits and losses for future distributions - If company becomes insolvent special provisions needed for actions before redomiciliation - How does the CA 2006 apply to a redomiciled company? • Detailed recommendations on various sections - Existing tax legislation will apply Accounts - - Accounting reference date • keep an existing date or change it within limits • default is last date of month of anniversary of domiciliation Accounting reference period • - if had balance sheet, 6-18 months after last balance sheet date - • default, 6-18 months after domiciliation • if accounts not prepared before domiciliation, options? Applicable financial reporting frameworks Detailed changes to the Companies Act Certain expressions could be dealt with generally • e.g. at all times, certificate of incorporation - Special rules for resolutions passed in anticipation of domiciliation to the UK In many cases, detailed changes needed • Preferably in a schedule Eligible Companies Any solvent company - - Not: • if being wound up or receiver etc. appointed • if entered compromise or arrangement which has not been implemented What if subject to resolution tools etc.? Process - Apply to Companies House - Confirm laws of proposed jurisdiction allow it to redomicile there - Propose date for domiciliation - Notify Companies House when send out notice of meeting/written resolution to approve domiciliation - Also include details on website prominently - No good faith requirement - National Security and Investment Act should apply - Companies House to issue certificate to confirm requirements to leave met Protection of members - Special resolution to approve the proposal - No set requirements as to information to be provided - Class consents if there are classes of shares - Consent from each member if will increase liability to contribute to share capital, require subscription for shares or require money to be paid Protection for members who do not vote in favour under s994 Companies Act 2006 • Limited period in which to apply to court Protection of creditors - Company to provide solvency statement not more than 15 days before notice of meeting/written resolution circulated • requirement to update if there is a change or 6 months elapsed Creditors can apply to court to object • if real likelihood company will be unable to discharge their debt/claim or will materially prejudice their rights - Limited period - 21 days after application form published in register - Court to be able to make such order as it thinks fit to give relief Finalizations Of The Domiciliation - Company to inform Companies House when company has been incorporated in new jurisdiction - Certificate confirming has met UK requirements will cease to be valid after a specified period - - May exist in two jurisdictions for a short period Protections after domiciliation - Authorized representative to accept service of proceedings for 10 years for actions arising out of events before domiciliation - Information in register about where company registered - Records kept for 20 years - Index of redomiciled companies - Obligation on company to keep records for 10 years at UK address • available for inspection Consequences of domiciliation Legal personality preserved - - Obligations and liabilities not affected - Convictions, judgments and causes not affected - Doesn't affect choice of law pre-domiciliation - Not a dissolution or winding up