Part XII

Branch Disclosure

316 Application of Part XII

This Part shall apply to any limited company which—

(a) is incorporated outside the United Kingdom and Gibraltar; and

(b) has a branch in Gibraltar.

317 Registration of branches of companies

(1) For each company to which this Part applies, the Registrar shall keep, in such form as he thinks fit, a register of branches registered by the company under section 318.

(2) The Registrar shall allocate to every branch registered by him under this section a number, which shall be known as the branch’s registered number.

(3) Branches’ registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the Registrar may from time to time determine.

(4) The Registrar may, upon adopting a new form of registered number, make such changes of existing registered numbers as appear to him necessary.

(5) A change of a branch’s registered number has effect from the date on which the company is notified by the Registrar of the change, but for a period of three years beginning with the date on which that notification is sent by the Registrar the requirement of section 329(1) as to the use of the branch’s registered number on business letters and order forms is satisfied by the use of either the old number or the new.

(6) Where a company to which this Part applies files particulars, in any circumstances permitted by or under the Ordinance, by—

(a) adopting particulars already filed in respect of another branch; or

(b) including in one document particulars which relate to two or more branches,

the Registrar shall ensure that the particulars concerned become part of the registered particulars of each branch concerned

318 Duty to register

(1) A company shall, within one month of having opened a branch in Gibraltar, deliver to the Registrar for registration a return containing—

(a) such particulars about the company as are specified in section 319;

(b) such particulars about the branch as are specified in section 320;

(c) if the company is one to which section 333 applies, such particulars in relation to the registration of documents under Schedule 12 as are specified in section 321.

(2) The return shall, except where subsection (3) applies, be accompanied by the documents specified in section 322 and, if the company is one to which Part I of Schedule 12 applies, the documents specified in section 323.

(3) This section applies where—

(a) at the time the return is delivered, the company has another branch in the United Kingdom or Gibraltar;

(b) the return contains a statement to the effect that the documents specified in section 322 and, if the company is one to which Part I of Schedule 12 applies, section 323, are included in the material registered in respect of the other branch; and

(c) the return states where the other branch is registered and what its registered number is.

(4) In subsection (1), the reference to having opened a branch in Gibraltar includes a reference to a branch having become situated there on ceasing to be situated elsewhere.

(5) If at the date on which the company opens a branch in Gibraltar the company is subject to any proceedings referred to in section 334(1) (winding up) or 335(1) (insolvency proceedings etc), the company shall deliver a return under section 334(1) or (as the case may be) 335(1) within one month of that date.

(6) If on or before that date a person has been appointed to be liquidator of the company and continues in that office at that date, section 334(3) and (4) (liquidator to make return within 14 days of appointment) shall have effect as if it required a return to be made under that section within one month of the date of the branch being opened.

319 Particulars required

(1) The particulars referred to in section 318(1)(a) are—

(a) the corporate name of the company,

(b) its legal form;

(c) if it is registered in the country of its incorporation, the identity of the register in which it is registered and the number with which it is so registered;

(d) a list of the company’s directors and secretary, containing—

(i) with respect to each director, the particulars specified in subsection (3), and

(ii) with respect to the secretary (or where there are joint secretaries, with respect to each of them) the particulars specified in subsection (4);

(e) the extent of the powers of the directors to represent the company in dealings with third parties and in legal proceedings, together with a statement as to whether they may act alone or must act jointly and, if jointly, the name of any other person concerned; and

(f) whether the company is an institution to which Schedule 11 applies.

(2) In the case of a company which is not incorporated in a member State, those particulars also include—

(a) the law under which the company is incorporated;

(b) (in the case of a company to which paragraphs 2 and 3 of Part I of Schedule 12 applies) the period for which the company is required by the law under which it is incorporated to prepare accounts, together with the period allowed for the preparation and public disclosure of accounts for such a period; and

(c) unless disclosed by the documents specified in section 322—

(i) the address of its principal place of business,

(ii) its objects, and

(iii) the amount of its issued share capital.

(3) The particulars referred to in subsection (1)(d)(i) are—

(a) in the case of an individual—

(i) his name,

(ii) any former name,

(iii) his usual residential address,

(iv) his nationality,

(v) his business occupation (if any),

(vi) particulars of any other directorships held by him, and

(vii) his date of birth;

(b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

(4) The particulars referred to in subsection (1)(d)(ii) are—

(a) in the case of an individual, his name, any former name and his usual residential address;

(b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office;

provided that where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by paragraph (a).

(5) In subsections 3(a) and (4)(a)—

(a) “name” means a person’s forename and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his forename and surname, or in addition to either or both of them; and

(b) the reference to a former name does not include—

(i) in the case of a peer, or an individual normally known by a title, the name by which he was known previous to the adoption of or succession to the title;

(ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more;

(iii) in the case of a married woman, the name by which she was known previous to the marriage.

(6) Where—

(a) at the time a return is delivered under section 318(1) the company has another branch in Gibraltar; and

(b) the company has delivered the particulars required by subsections (1)(b) to (f) and (2) to (5) to the Registrar with respect to that branch (or to the extent it is required to do so by virtue of section 327 or 328) and has no outstanding obligation to  make a return to the Registrar in respect of that branch under section 324 in relation to any alteration to those particulars,

the company may adopt the particulars so delivered as particulars which the Registrar is to treat as having been filed by the return by referring in the return to the fact that the particulars have been filed in respect of that other branch and giving the number with which the other branch is registered.

320 Further particulars

The particulars referred to in section 318(1)(b) are—

(a) the address of the branch,

(b) the date on which it was opened,

(c) the business carried on at it,

(d) if different from the name of the company, the name in which that business is carried on,

(c) a list of the names and addresses of all persons resident in Gibraltar authorised to accept on the company’s behalf service of process in respect of the business of the branch and of any notices required to be served on the company in respect of the business of the branch,

(f) a list of the names and usual residential addresses of all persons authorised to represent the company as permanent representatives of the company for the business of the branch,

(g) the extent of the authority of any person falling within sub-paragraph (f), including whether that person is authorised to act alone or jointly, and

(h) if a person failing within sub-paragraph (f) is not authorised to act alone, the name of any person with whom he is authorised to act.

321 Further particulars

The particulars referred to in section 318(1)(c) are—

(a) whether it is intended to register documents under section 319(2) or, as the case may be, paragraph 9(1) of Schedule 12 in respect of the branch or in respect of some other branch in Gibraltar or the United Kingdom, and

(b) if it is, where that other branch is registered and what is its registered number.

322 Documents required

The first documents referred to in section 318(2) are—

(a) a certified copy of the charter, statutes or memorandum and articles of the company (or other instrument constituting or defining the company’s constitution), and

(b) if any of the documents mentioned in sub-paragraph (a) is not written in the English language, a translation of it into English certified in accordance with rule 5 of the Companies Rules to be a correct translation.

323 Further documents required

(1) The second documents referred to in section 318(2) are—

(a) copies of the latest accounting documents prepared in relation to a financial period of the company to have been publicly disclosed in accordance with the law of the country in which  it is incorporated before the end of the period allowed for compliance with section 318 in respect of the branch or, if earlier, the date on which the company complies with section 318 in respect of the branch, and

(b) if any of the documents mentioned in paragraph (a) is not written in the English language, a translation of it into English certified in accordance with rule 5 of the Companies Rules to be a correct translation.

(2) In subsection (1)(a) “financial period” and “accounting documents” shall be construed in accordance with paragraph 6 of Schedule 12.

324 Alterations

(1) If, after a company has delivered a return under section 318(1), any alteration is made in—

(a) its charter, statutes or memorandum and articles (or other instrument constituting or defining its constitution), or

(b) any of the particulars referred to in section 318(1), the company shall, within the time specified in subsection (2), deliver to the Registrar for registration a return containing particulars of the alteration: provided that in the case of an alteration to any of the documents referred to in paragraph (a), the return shall be accompanied by a certified copy of the document as altered, together with, if the document is not written  in the English language, a translation of it into English certified in accordance with rule 5 of the Companies Rules to be a correct translation.

(2) The time for the delivery of the return required by subsection (1) is—

(a) in the case of an alteration in any of the particulars specified in section 320, 21 days after the alteration is made; or

(b) in the case of any other alteration, 21 days after the date on which notice of the alteration in question could have been received in Gibraltar in due course of post (if despatched with due diligence).

(3) Where—

(a) a company has more than one branch in Gibraltar, and

(b) an alteration relates to more than one of those branches,

subsection (1) shall have effect to require the company to deliver a return in respect of each of the branches to which the alteration relates.

(4) For the purposes of subsection (3)—

(a) an alteration in any of the particulars specified in section 319 shall be treated as relating to every branch of the company (though where the company has more than one branch in Gibraltar a return in respect of an alteration in any of those particulars which gives the branch numbers of two or more such branches shall be treated as a return in respect of each branch whose number is given) but

(b) an alteration in the company’s charter, statutes or memorandum and articles (or other instrument constituting or defining its constitution) shall only be treated as relating to a branch if the document altered is included in the material registered in respect of it.

325 Time periods

(1) Subsection (2) applies where—

(a) a company’s return under section 318(1) includes a statement to the effect mentioned in section 318(3)(b), and

(b) the statement ceases to be true so far as concerns the documents specified in section 322.

(2) The company shall, within the time specified in subsection (3), deliver to the Registrar for registration in respect of the branch to which the return relates—

(a) the documents specified in section 322, or

(b) a return—

(i) containing a statement to the effect that those documents are included in the material which is registered in respect of another branch of the company in Gibraltar or the United Kingdom, and

(ii) stating where the other branch is registered and what is its registered number.

(3) The time for complying with subsection (2) is 21 days after the date on which notice of the fact that the statement in the earlier return has ceased to be true could have been received in Gibraltar in due course of post (if despatched with due diligence).

(4) Subsection (2) shall also apply where, after a company has made a return under subsection (2)(b), the statement to the effect mentioned in subsection (2)(b)(i) ceases to be true.

(5) For the purposes of subsection (2)(b), where the company has more than one branch in Gibraltar a return which gives the branch numbers of two or more such branches shall is given be treated as a return in respect of each branch whose number is given.