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Company Law Reform Bill [HL]

The 11th company law directive imposes disclosure requirements on overseas companies opening branches in the UK. As for companies incorporated in the EEA, the 11th company law directive requires the disclosure of the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the member state by which the company is governed. As for companies incorporated outside the EEA, the 11th company law directive requires a disclosure of the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the state that governs the company. When they are not drawn up in accordance with, or in a manner equivalent to the fourth and seventh company law directives, member states may require that accounting documents relating to the activities of the branch be drawn up and disclosed. Therefore, the power contained in Clause 664(1) is not a compulsory requirement of the 11th company law directive, where the company of incorporation requires accounts to be drawn up, audited and disclosed. I am not sure whether that has added to the confusion and the rigidity—but I hope on reflection, after a chance to read the Official Report, the noble Lord will be reassured.