Part XIII: Change in Registration Regime

326 Change in registration regime

(1) Where a company ceases to be a company to which Part XII applies and, immediately after ceasing to be such a company continues to have in Gibraltar a place of business which it had immediately before ceasing to be such a company, it shall be treated for the purposes of Part IX of the Ordinance as having established the place of business on the date when it ceased to be a company to which Part XII applies.

(2) Where a limited company incorporated outside the United Kingdom and Gibraltar—

(a) ceases to have a branch in the United Kingdom, and

(b) both immediately before and immediately after ceasing to do so, has a place of business, but not a branch, in Gibraltar,

it shall be treated for the purposes of Part IX of the Ordinance as having established the place of business on the date when it ceased to have a branch in the United Kingdom.

(3) Section 327 and 328 (transitional provisions in relation to change in registration regime) shall have effect.

327 Change in registration regime: transitional provisions

(1) This section applies where a company which becomes a company to which Part XII applies was, immediately before becoming such a company (referred to in this section as the relevant time), a company to which Part IX of the Ordinance applies.

(2) The company need not include the particulars specified in section 319(1)(d) in the first return to be delivered under section 318(1) to the Registrar if at the relevant time—

(a) it had an established place of business in Gibraltar,

(b) it had complied with its obligations under section 289(b) of the Ordinance, and

(c) it had no outstanding obligation to make a return to the Registrar under section 290 of the Ordinance, so far as concerns any alteration of the kind mentioned in paragraph (b) of that section,

and if it states in the return that the particulars have been previously filed in respect of a place of business of the company, giving the company’s registered number.

(3) The company shall not be required to deliver the documents mentioned in section 322 with the first return to be delivered under section 318(1) to the Registrar if at the relevant time—

(a) it had an established place of business in Gibraltar,

(b) it had delivered the documents mentioned in section 289(a) of the Ordinance to the Registrar, and

(c) it had no outstanding obligation to make a return to the Registrar under section 290 of the Ordinance so far as concerns any alteration in any of the documents mentioned in paragraph (a) of that section,

and if it states in the return that the documents have been previously filed in respect of a place of business of the company, giving the company’s registered number.

328 Change in registration regime: further transitional provisions

(1) This section applies where a company which becomes a company to which Part IX of the Ordinance applies was, immediately before becoming such a company (referred to in this section as the relevant time), a company to which Part XII applies.

(2) The company shall not be required to deliver the documents mentioned in section 289(a) of the Ordinance to the Registrar if at the relevant time—

(a) it had a branch in Gibraltar,

(b) the documents mentioned in section 321 were included in the material registered in respect of the branch, and

(c) it had no outstanding obligation to make a return to the Registrar under section 324, so far as concerns any alteration in any of the documents mentioned in subsection (1)(a) of that section,

and it if states in the return that the documents have previously been filed in respect of a branch of the company, giving the branch’s registered number.

(3) The company need not include the particulars mentioned in section 289(b) of the Ordinance in the return to be delivered under that section to the Registrar if at the relevant time—

(a) it had a branch in Gibraltar,

(b) it had complied with its obligations under section 318(1)(a) in respect of the branch, so far as the particulars required by section 319(1)(d) are concerned, and

(c) it had no outstanding obligation to make a return to the Registrar under section 324, so far as concerns any alteration in any of the particulars required by section 319(1)(d),

and if it states in the return that the particulars have been previously filed in respect of a branch of the company, giving the branch’s registered number.

(4) Where subsection (3) applies, the reference in section 290(b) of the Ordinance to the list of the directors shall be construed as a reference to the list contained in the return under section 318(1) with any alterations in respect of which a return under section 324(1) has been made.

329 Duty to state name etc.

(1) Every company to which Part XII applies shall, in the case of each branch of the company registered under section 318, cause the following particulars to be stated in  legible characters in all letter paper and order forms used in carrying on the business of the branch—

(a) the place of registration of the branch, and

(b) the registered number of the branch.

(2) Every company to which Part XII applies, which is not incorporated in a member State and which is required by the law of the country in which it is incorporated to be registered under section 318, shall, in the case of each branch of the company, cause  the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch—

(a) the identity of the registry in which the company is registered in its country of incorporation, and

(b) the number with which it is registered.

(3) Every company to which Part XII applies and which is not incorporated in a member State shall, in the case of each branch of the company registered under section 318, cause the following particulars to be stated in legible characters in all letter paper and order forms used in carrying on the business of the branch—

(a) the legal form of the company,

(b) the location of its head office, and

(c) if applicable, the fact that it is being wound up.

330 Service of documents: companies to which Part XII applies

(1) This section applies to any company to which Part XII applies.

(2) Any process or notice required to be served on a company to which this section applies in respect of the carrying on of the business of a branch registered by it under section 318 is sufficiently served if —

(a) addressed to any person whose name has, in respect of the branch, been delivered to the Registrar as a person falling within section 320(e), and

(b) left at or sent by post to the address for that person which has been so delivered.

(3) Where—

(a) a company to which this section applies makes default, in respect of a branch, in delivering to the Registrar the particulars mentioned in section 320(e), or

(b) all the persons whose. names have, in respect of a branch, been delivered to the Registrar under section 318 as persons failing within section 320(e) are dead or have ceased to reside in Gibraltar, or refuse to accept service on the company’s behalf or for any reason cannot be served,

a document may be served on the company in respect of the carrying on of the business of the branch by leaving it at, or sending it by post to, any place of business established by the company in Gibraltar.

(4) Where a company to which this section applies has more than one branch in Gibraltar, any notice or process  required to be served on the company which is not required to be served in respect of the carrying on of the business of one branch rather than another shall be treated for the purposes of this section as required to be served in respect of the carrying on of the business of each of its branches.

331 Documents to be filed on cessation of business: companies to which Part XII applies

If a company to which Part XII applies closes a branch in Gibraltar, it shall forthwith give notice of that fact to the Registrar, and from the date on which notice is so given it is no longer obliged to deliver documents to the Registrar in respect of that branch.

332 Penalties for non-compliance

If a company fails to comply with sections 318 to 326 or section 331, the company and every officer or agent of the company who knowingly and wilfully authorises or permits the default is liable on summary conviction to a fine not exceeding level 3 on the standard scale, and in the case of a continuing offence, to a daily default fine not exceeding level 1 on the standard scale for continued contravention.

333 Delivery of accounts and reports: companies to which Eleventh Company Law Directive applies

(1) This section applies to any limited company which—

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

(b) has a branch in Gibraltar, and

(c) is not an institution to which Schedule 11 applies.

(2) Schedule 12 (delivery of accounts and reports) shall have effect in relation to any company to which this section applies.