INTRODUCTION
This article looks at the information available online from the national company registries for some of the most commonly encountered European and offshore jurisdictions, focusing on limited companies. It is intended primarily as a brief introduction for researchers new to international company searches and as an aide-mémoire for those of us who can never remember whether details of shareholders are available in Jersey, but not in Guernsey, or vice versa.
In recent years there has been an increase in the number of national company registries providing confirmation of company registration, registry extracts and copies of company filings online. While international company search agents provide useful services, it can be faster and far cheaper to carry out international company searches in house for jurisdictions where the local company registry provides a user-friendly online service.
LOCATING NATIONAL COMPANY REGISTRIES
There are a number of sources of links for national company registries online. A good starting point is the guide on Karen Blakeman's RBA website.Footnote 1 As well as links to national registries this includes summary information about what is available from each and also flags up additional sources and guidance about filing requirements in different jurisdictions. Gov.uk also has a list of links to overseas registries (previously published on the Companies House website).Footnote 2
The European Business Register (EBR) gives access to selected European national registries online. Access is via an approved distributor such as GBR Direct.Footnote 3 The list of EBR members includes details of the company registry authority in each jurisdiction and links to their websites.Footnote 4 You need to create an account to carry out searches via the EBR and prices are usually more expensive than searching the national registry directly. The European e-Justice Portal has a somewhat out of date guide to business registers in member states which gives more detailed background for each jurisdiction.Footnote 5
KEY ISSUES
The information available from national company registries varies widely from jurisdiction to jurisdiction. In particular, there are very different levels of public disclosure required for private companies, especially for shareholders and accounts. This can come as a surprise to enquirers who are used to the high level of transparency for UK companies and the relative ease of access to company information through Companies House.
In a single jurisdiction there may be varying disclosure requirements for different types of companies and for other business entities such as partnerships and foundations. In offshore jurisdictions there are often different requirements for local/ordinary companies from those for international business companies. Jordan's International Corporate Procedures loose-leaf (available in hardcopy and online) has helpful summaries of the filing requirements for each type of entity by jurisdiction and also identifies the official registry authority.Footnote 6 Spitz & Clarke Offshore Service (available in hardcopy and on Lexis Library) is useful for offshore/low tax jurisdictions.Footnote 7
The type of documents available from online company registries also varies. Some registries only allow you to order a company search showing basic company details or an extract of the current information held by the registry, while others offer chronological extracts showing historic changes, or copies of original company filings. In jurisdictions where companies are required to publish notices in official gazettes, an archive may be available online via the registry or on a separate website.
For non-English speaking jurisdictions you are likely to encounter language issues. Some of the larger European company registries have English language search interfaces, e.g. France, Switzerland, Germany, but company extracts and copy documents will be in the national language.
In many overseas jurisdictions companies are incorporated at local or regional – rather than central – company registries or commercial courts. If there is a language barrier in addition to multiple local and central registration authorities it can be difficult to identify the best source to use. Depending upon the jurisdiction, there may be a central interface allowing you to search across the various local registries, for example in France and Germany. In some jurisdictions, such as Switzerland, the central database has only limited details and you will need to apply to the local registry to access the full company file. Further complications occur when companies transfer between regions – meaning you may need to contact more than one regional registry.
As with any research, it is important to check the currency of the information. Many registries operate an annual return system similar to the UK or require companies to notify changes to the registry or publish notices in an official gazette. However, some off-shore jurisdictions have less stringent requirements. For example, in Panama most of the information you can view online for international business companies is current at formation only, but this is not made explicit on the registry website.
If the information you need isn't available from their website it can be worth contacting overseas registries by phone or email to clarify what information companies are required to disclose and at what point it is updated. The majority of the company registrars are helpful and knowledgeable.
ESTABLISHING WHERE A COMPANY IS INCORPORATED
It is not uncommon to be given a company name – or even just part of a name – and asked to find out where it is incorporated. A Google search may provide a starting point. Otherwise it is a matter of searching subscription company information databases and directories, carrying out press searches and checking individual company registries in order of likely probability. For those without access to subscription databases, it is possible to search Bureau van Dijk's Orbis Directory on their website and preview some basic information for free.Footnote 8 Note that Bureau van Djik's coverage varies considerably by jurisdiction and is very limited for offshore jurisdictions.
The company suffix or extension (e.g. Ltd, PLC or GmbH) may provide some indication of where it is likely to be incorporated. The Global Sourcebook for International Data Management and CorporateInformation.com have useful, though not comprehensive, lists of company extensions and jurisdictions.Footnote 9 Some jurisdictions do not have strict naming conventions and investors may exploit these ambiguities to conceal their activities. For example, it was revealed last year by the Financial Times that hedge fund Tiger Global had set up various short selling vehicles using European suffixes like ‘SL’, ‘GmbH’ and ‘NV’, which were in fact incorporated in the Cayman Islands.Footnote 10
INFORMATION AVAILABLE ONLINE BY JURISDICTION
Jersey
The Jersey Financial Services Commission Companies Registry website www.jerseyfsc.org/registry/ allows you to search Jersey registered entities by name or registration number, and view basic registration details and filing history for free. It is possible to search previous names and inactive entities.
Freely available details for companies include: name, registration number, registration date, registered office, law under which they are registered, business type, status, previous names and dissolved date (if applicable). Copy documents can be ordered by credit card for £4 per filing for immediate download. Filings available to order online include: incorporation documents, annual returns, special resolutions, name changes and registered office changes. A certificate of good standing costs £30.
Annual returns for Jersey companies include a list of shareholders at the return date, although these may be nominees. (A nominee shareholder is the registered owner of shares held for the benefit of another person.) Initial subscribers are in the Memorandum of Association. Public companies include a list of directors in their annual returns; private companies are not required to disclose directors. Annual accounts are available for public companies, but not for private companies.
Guernsey
The Guernsey Registry provides a free company, reserved name and limited partnership search at www.greg.gg/webCompSearch.aspx. You can search by registered number, name or previous name. The search covers both active and dissolved entities.
Basic company details can be viewed for free including: company name and number, registered office, company type, classification, economic activity type, liability type, registered date, status, and filing history since July 2008. Copies of filings can be ordered by credit card, for £2 per document for immediate email delivery, or £12 for certified copies by post. Scans of pre-2008 documents can also be ordered. Documents available include: memorandum and articles of association, special resolutions, annual validation forms, and changes to name, registered office or directors. Certificates of good standing, certificates of incorporation and statements of the Register are available for £10 (electronic) or £25 (certified).
Annual validation filings for Guernsey companies include names and addresses of directors. As of July 2008, Guernsey companies are not required to disclose shareholders. Initial subscribers are, however, listed in the Memorandum of Association. Annual returns from pre-July 2008 will have the historic shareholders. Accounts are not available.
Isle of Man
The Isle of Man Companies Registry has a free company search facility on its website www.gov.im/ded/companies/companiesregistry.xml which covers all Isle of Man companies, overseas companies registered in the Isle of Man, LLCs and Business Names. The search covers previous as well as current names. Free company details include: company name and number, registered office, company type, date of incorporation, whether there are any charges registered, whether a liquidator or receiver has been appointed, status, registered agent details, previous names and filing history.
Free registration is required to purchase documents by credit card. Documents cost £2 each for immediate download. Documents available include: annual returns, particulars of mortgages and charges, memorandum and articles of association, resolutions, return of allotments, insolvency filings, and changes to directors/secretary, registered office or name.
Shareholders (often nominees) and share transfers are listed in the annual return for ordinary Isle of Man companies, but are not required for New Manx Vehicles (incorporated under the Companies Act 2006). Initial shareholders of New Manx Vehicles may be identified in the memorandum of association. Both types of companies are required to include a list of directors in the annual return and ordinary Isle of Man companies must notify changes of directors during the year. Accounts are only publicly available for public companies.
Ireland
The Irish Companies Registration Office company search is available at: https://search.cro.ie/company/. You can search by current or previous company or business name or by registration number. Free company details include: company name and number, type, registered address, registration date, status and list of submissions. A company printout with current details, directors and secretary and charges is €3.50 or a certified printout is €12.00.
Copies of submissions can be ordered by credit card for €2.50 per document for immediate email delivery. Available documents include: application for registration, memorandum and articles of association (for existing companies and Designated Activity Companies under the new Companies Act 2014 regime), special resolutions, return of allotments, annual returns, accounts, mortgages/charges and changes to directors/secretary, registered office or name. Annual returns include a full list of shareholders and, for private companies, share transfers since the last return date. The majority of companies, including public and private companies limited by shares, are required to attach their financial statements to the annual return. Smaller and dormant companies may file abbreviated accounts.
Luxembourg
The Luxembourg Registre de Commerce et des Sociétés (RCS) website www.rcsl.lu is available in French and German. To run a free search by company name or registration number select ‘Consulter une personne’ under ‘Services proposés’. Freely available details include: company name and number, registered address, date of incorporation and legal form. Free registration is required to order a current extract or view the filing history and order copy documents. To register, click on any of the links with a padlock icon and you will be prompted to login or set up an account.
There is no equivalent of the UK annual return, instead companies notify the RCS of changes as they occur. An electronic extract of the current registry record (select ‘Commander un extrait’ to order) costs €12.20 or €18.05 for a certified electronic extract. The extract includes the basic company details, objects, share capital, duration, and directors/SARL managers. Shareholders are usually listed in the registry extract for SARLs, but not for SAs. Shareholders for SAs are sometimes listed in their accounts and also in the company's founding statutes or modifications to the statutes. Accounts may also include lists of subsidiaries.
Copies of individual filings cost €2.50 each, or €25.00 for all the available filings for a company. Documents available to order include: incorporation documents and founding statutes, modifications to statutes, name changes, changes of directors/SARL managers, changes of shareholders or share capital and annual accounts (‘comptes annuels’) for both SAs and SARLs. The accounts and statutes are often in English.
Companies are also required to publish notices in the Luxembourg official gazette, Mémorial. The official gazette is available for free at http://www.legilux.public.lu/entr/search/index.php and can be searched by company name or number. Founding statutes and modifications to these are published in full, often in English. Notices are also published of name changes, changes to directors/administrators, share capital, changes of registered address and when accounts are filed at the RCS. Note that notices may be published in the official gazette several months after the change has taken place – the RCS record is more up to date.
Switzerland
Swiss companies are registered at the cantonal level. There is a Central Business Names Index based on the Central Register of the Federal Commercial Registry Office www.zefix.ch which provides free access to basic company information and links through to internet excerpts from the individual canton commercial registry databases. You can search by name or registered number across active and previous/cancelled names.
The freely available information for each company includes: company name, new Swiss-wide identification number, former names (from 1990 onwards), legal form, canton, former canton if the domicile has changed (from 2000 onwards), registered address, purpose, branches, status, date of cancellation and entries in the Swiss Official Gazette of Commerce. Any registered translations of the company name will also be shown. Companies often register multiple company suffixes in the different Swiss languages e.g. a company may register to use AG, SA and Ltd.
SARL/SAGL/GmbH companies have quotas and quota holders, rather than shares and shareholders. The quota holders are usually identified in the internet excerpt, either in the section on share capital or in the final section on partners, managers, administrators etc. AG/SA/Ltd companies are not required to disclose shareholders. However, their articles of incorporation may include initial subscribers. Private Swiss companies are not required to file accounts.
It is important to realise that the Central Business Names Index and internet excerpt are for information purposes only and are not legally binding. Certified excerpts can only be ordered directly from the relevant cantonal registry of commerce. There is often a link at the top of the internet excerpt to order certified excerpts; otherwise you will have to use the contact details for the cantonal registry on the Zefix homepage. You can also order articles of incorporation and other documents from the cantonal registries. Some cantons will accept orders by email, others require requests in writing. Costs and timescales vary and payment is often required in advance by bank transfer.
Netherlands
Company registration in the Netherlands is at the local Kamer van Koophandel. The records can be searched centrally at http://www.kvk.nl/zoeken/handelsregister/. You can search by current and former company names, KvK number (company number) and also by trade name. Results may include more than one entity with the same name, at different addresses; this is because the database includes branches. The entry labelled ‘Rechtspersoon’ is for the legal entity (Hoofdvestiging is headquarters; Nevenvestiging is branch). Freely available information for each company includes the company name and KvK number, Vestigingsnr. (branch number) and address.
Registration is required to order extracts and documents by credit card. To register, request a free access code from the Kamer van Koophandel; you can then top up your account by credit card to make purchases. Prices of extracts and accounts vary from a few euros to around €12 depending upon whether you need an online summary, certified PDF or certified hardcopy. An official extract ‘Uittreksel’ includes the basic company details, capital, activities, branch details, directors and sole shareholders. You can also order a Bedrijfsprofiel, or company profile, which includes an extract, history, summary financials and corporate relationships.
BV companies are only required to disclose sole shareholders (Enig aandeelhouder); NV entities are not required to disclose shareholders. Accounts (Jaarekeningen) are available to download and may include a list of shareholders, but this is not required. You can order an overview of the group structure and any subsidiaries under ‘Concernrelaties’, but this is limited to information held by the Kamer van Koophandel, so may not provide a complete picture.
Historic information such as previous names and directors can be accessed under ‘Historie’. You can also view an overview of the filings the company has made under ‘Deponeringen’. Some copy documents such as statutes and details of mergers can be purchased online (under ‘Documenten’), but this is not a complete list – contact the Kamer van Koophandel to request the full file.
France
French companies are registered at the Registre du Commerce et des Sociétés at the commercial court local to their registered office. The records held by the local commercial and company registries can be searched centrally on Infogreffe www.infogreffe.fr/societes/.
You can search by company name, SIREN or SIRET number. The SIREN number is the nine digit company registration number. A SIRET number is assigned to individual locations of a company; it includes the SIREN number plus a five digit code location code. The freely available information for each company includes the company name, SIREN and SIRET numbers, NAF activity code, date and commercial court of registration and any previous registrations at other commercial courts, other establishments (registered office, principal office, and other offices) and a list of documents filed. There is also a link to view the company's announcements in the Bulletin Officiel des Annonces Civiles et Commerciales (BODACC), which is available for free online at www.bodacc.fr.
An official extract known as a ‘K-bis’ can be purchased by credit card for €3.90. This includes the company name and number, any previous commercial courts at which it was registered, legal form, share capital, registered address, list of directors, officers and managers, information about its principal place of business and activities and list of key announcements in BODACC. It is also possible to purchase historic K-bis extracts showing the company details at registration or chronological modifications. For around €90 you can order a full company dossier including a K-bis, historical modifications, charges, latest accounts, latest updated statutes and any information about reorganisations or insolvency proceedings, or these can be purchased separately. To view the full filing history click on ‘Actes et Statuts’ and then select ‘Afficher les résultats’ to see the full list of documents from 2004 onwards. Available documents include company statutes and any subsequent resolutions making changes to the company name, registered office, directors, activities, share capital and any mergers, demergers or restructurings.
Shareholders are not disclosed in the K-bis extract, but are often available in the full accounts for the company. All companies file publicly available accounts at their local registry and these are available in the company file on Infogreffe, under ‘Comptes Annuels’. Note that there are two versions of the accounts: the Bilan simple is a condensed balance sheet for €3.60, or for €9.36 you can purchase the original accounts in full – this is where you may find information about the company shareholders. Where shareholders are not identified in the accounts it can be worth checking any recent resolutions available under ‘Actes et Statuts’ as the account of the general meeting proceedings may identify the shareholders voting.
Germany
German companies register with local commercial courts (Amtsgericht). There is a central register which can be searched online at www.unternehmensregister.de. This draws information from the local commercial registries, company notices and accounts from the Bundesanzeiger (Federal Gazette) and company submissions. The Unternehmensregister covers companies, cooperatives, professional partnerships. An English language version is available, but the underlying documents are still in German. The company registry information is also available separately through the Handelsregister website www.handelsregister.de. This site requires registration to order extracts or documents and does not include company accounts. The Bundesanzeiger can also be searched separately at www.bundesanzeiger.de.
When searching the Unternehmensregister you can search across all areas, or use the advanced search to search just register information or publications in the Bundesanzeiger. You can search by company name or number and can include companies removed from the register. If you search across all areas, the results list will include a link to view register information, a link to the company's latest accounts, and then a list of the company's publications in the Bundesanzeiger, including older accounts.
Under register information you can view free company details and order extracts and copy documents. Select ‘UT’ to view basic company details for free, including: company name and number, local commercial court, legal form, capital, date of registration and deletion, date of latest accounts, and registered address. You can purchase a current extract ‘AD’, historic extract ‘HD’, chronological extract ‘CD’ with details of the changes filed, or select ‘DK’ to view the filing history and order documents from 2007 onwards. Older documents must be ordered from the local commercial court. A current extract includes basic company details, scope of business and details of the company's directors, officers, partners or representatives. The cost is €4.50 per extract or document.
Extracts for AG or GmbH entities do not include shareholders. GmbHs are required to notify changes of shareholders to the registry and shareholder lists (Liste der Gesellschafter) from 2007 onwards can be downloaded in the documents section (under ‘DK’). AGs are not required to disclose shareholders to the registry, but must publish names of shareholders owning 25% or more of their total shares in the Bundesanzeiger and may also include details in their accounts. Listed companies must publish details of any shareholders which cross voting rights thresholds from 3% upwards in the Bundesanzeiger. You may also encounter companies with the suffix GmbH & Co KG – this is a limited partnership where the sole general partner is a GmbH. Extracts for GmbH & Co KGs will identify the general partner (Persönlich haftender Gesellschafter) and the limited partner (Kommanditisten).
Company accounts (Jahresabschluss) are published in the Bundesanzeiger, rather than being filed with the registry, and are available for free. Note that the accounts are often published a year after the accounting date. Smaller companies publish an abbreviated balance sheet. Companies which are part of a group may publish a notice stating that they appear in the consolidated accounts in lieu of individual accounts.
Cayman Islands
The General Registry Cayman Islands website is at http://www.ciregistry.gov.ky/. Free registration is required to search company information online. Searching is by entity name only and all that can be viewed for free is a list of companies with matching names. There is a CI$30 charge to view further details for a company. The search report includes: company name and number, jurisdiction and date of incorporation, type of company, status and registered office. The search report states that it does not confirm good standing and that information regarding corporate records and registers is not available for public inspection. No additional information is available from the Registry.
Most offshore companies are registered as exempt companies and are not required to disclose shareholders or directors. Exempt companies file their memorandum and articles of association with the Registrar, but these are not available to the public. Exempt companies are not required to include ‘Limited’ or ‘Ltd’ after their names. Ordinary resident and non-resident companies must maintain a register of members open for public inspection at their registered office and must also report members and directors to the Registrar of Companies in their annual return, but this is not publicly available. Cayman Islands companies do not file accounts with the Registry.
British Virgin Islands
The British Virgin Islands Registry of Corporate Affairs does not have an online company search facility. However, it is possible to confirm whether a company is registered in the BVI and its company number by telephoning or emailing the registry. For any additional information a completed international search request form (available from the registry website: http://www.bvifsc.vg/en-gb/divisions/registryofcorporateaffairs.aspx) must be emailed to the Registry with payment by credit card or bank transfer. Search results are often returned by email within 24 hours, but can take several days.
A company search costs US$30 and includes: company name and number, type, date of incorporation, current status, including any liquidation proceedings, registered agent and agent address, registered office, share capital, previous names, transaction history and certificate history. A certificate of goodstanding is $25, certified copies of other documents are $25 each plus $1 per page. Only limited copy documents are available from the registry: memorandum and articles of association, amending resolutions, certificate of incorporation, certificate of name change, certificate of merger and any charges that the company has voluntarily filed. Companies are not required to file directors, shareholders, annual returns, accounts or charges.
Note that requests for certificates appear in the transaction history in the company search report and we understand that there is a public record of searches against a company. Therefore, it may be necessary to use an international company search agent to maintain confidentiality.
INTERNATIONAL COMPANY SEARCH AGENTS
Using an international company search agent such as Legalinx-7side or Jordans can be a useful alternative in jurisdictions where the registry isn't available online or there are language difficulties or confidentiality considerations. The same concerns about currency of information apply and there are some additional issues to consider.
UK-based international company search providers will often need to instruct local agents to carry out a search at the relevant registry. This can introduce considerable delays as requests and queries have to be passed back and forth. It may not be possible to confirm in advance what is available on a particular company as the local agent may need to check the file for a company and then come back with availability, prices etc.
Make sure you check whether the company search agent has access to the official company registry or are using unofficial sources or credit reports. If you are offered a ‘database search’ or ‘fresh investigation’ this is often a credit report and may be based solely or partly on secondary sources and interviews with the company.
If they do have access to the company registry, clarify whether they are providing an official extract, copy documents or a summary of the company file prepared by a local agent. If you are looking for particular information, such as accounts or shareholders, check whether this will be included. Will the extract, search report or copy documents be in English and, if not, do they provide translations? If they do offer translations, check whether they are using qualified translators or machine automated translations, e.g. using Google Translate.
