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profitable in its own right. Tax legislationin England and Wales treats the branchas having the amount of equity and othercapital that it would need if it was aseparate company operating in Englandand Wales. This will effectively limit theamount of debt a branch might have fortax purposes and therefore restrict thededuction for interest that can be claimedfor tax purposes.• Legal. A subsidiary in England andWales may afford some protection to itsparent from trading and other losses orliabilities of operation in England andWales, since the parent will benefit fromits limited liability. However, the parentmay be liable for the obligations of itssubsidiary where, for example, it hasguaranteed the liabilities of thesubsidiary.• Audit. A company incorporated inEngland and Wales has (except forcertain very small companies) to have astatutory audit of its accounts, whereasan overseas company may be based in acountry where this is not necessary.• Publicity of accounts. Subject to certainexceptions, a company in England andWales has to file annual accounts whichare available for public inspection. Abranch has to file the accounts of theoverseas company. If the accounts are ina language other than English, atranslation certified in the prescribedmanner must be annexed. One way ofaddressing the disadvantage of revealingthe overseas company’s accounts wouldbe by interposing a non-England andWales company between the overseascompany and the branch, so that thebranch becomes a branch of thesubsidiary of the overseas company.A branch or subsidiary that has a namecontaining certain words (e.g. “international”and “royal”) can be required by the Secretaryof State to change its name or give reasonsjustifying its use of the name. (Care shouldalso be taken not to infringe a registeredtrademark.) It should be noted that under the2006 Act, existing restrictions on the use ofbusiness names have been extended to coverall overseas companies carrying on businessin England and Wales and not just thosehaving a place of business in England andWales.2. Procedural requirementsThe Overseas Companies Regulations 2009(the “Overseas Company Regulations”) cameinto force on 1 October 2009 and apply inrespect of an overseas company with any kindof establishment in England and Wales,including a branch in England and Wales.Matters addressed by the Overseas CompanyRegulations include the following:(a) particulars of the overseas company(name, legal form, directors etc.) must beregistered with the Registrar of Companieswithin one month of opening anestablishment in England and Wales;(b) alterations to registered particulars must beregistered within 21 days after thealteration is made by delivering a return tothe Registrar of Companies;(c) accounts and reports must be delivered tothe registrar of companies by an overseascompany with an establishment in Englandand Wales unless the overseas company isincorporated in an EEA state and is notrequired by its parent law to deliveraccounting documents. If a company isincorporated outside the EEA and is notrequired to make disclosure under itsparent law, it may prepare its annualaccounts in accordance with either itsparent law, international accountingstandards or Part 15, chapter 4 of the 2006Act. Companies incorporated in an EEAstate who are required to disclose accountsunder their parent law just need to deliverthese to the registrar of companies;(d) trading disclosures are required including arequirement to display the name andcountry of incorporation of the overseascompany at its location in England andWales, in its business letters/correspondence and on its website.(Additional information must be included ifthe overseas company is not incorporatedin an EEA state);(e) specified charges over property in Englandand Wales (as set out in s860(7) of the2006 Act) must be registered by anoverseas company with an establishment inEngland and Wales;(f) a director’s usual residential addressconstitutes protected information and issubject to restrictions on its use orPAGE 8