A company is also required, under UK company law, to file particulars of changes in its directors, secretary, registered office and share capital, or if it wishes to change its name. It is also required to file particulars of mortgages and charges, and copies of special and extraordinary resolutions. In an unlimited company, all the company s members are personally responsible for all the debts of the business. With certain exceptions, an unlimited company does not need to disclose any accounts to the Registrar of Companies. It does have to file accounts if, for example, it is a subsidiary or holding company of a limited company.
Most overseas companies owning UK subsidiaries have limited liability in their own country.
Even if such companies then set up an unlimited company in the UK, they will still need to submit accounts to the Registrar of Companies. The procedure for forming an unlimited company is similar to that for forming a limited company. The fact that an overseas company is carrying on business in the United Kingdom does not automatically mean that the company has to register. However, the Companies Act 1985 requires every overseas company which establishes some type of place of business in the UK to deliver certain documents to Companies House. A branch is part of an overseas limited company organised to conduct business through local representatives in the UK rather than referring it abroad.