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United Kingdom
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Key definition
Overseas company definition

What does Overseas company mean? In practice, an “overseas company” is a non-UK incorporated body that carries on business in the UK. In UK legislation, the Companies Act 2006, s 1044, defines an overseas company as any company incorporated outside the UK. Not every overseas company trading or doing business in the UK must register; it must assess the Companies Act 2006 and the Overseas Companies Regulations 2009 (SI 2009/1801) to determine if it has a UK establishment. An overseas company must register prescribed particulars at companies house if it opens a “UK establishment”. A UK establishment is either a branch within...

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UK equity offerings by overseas issuers: financial promotion and prospectus regimes, exemptions, advertisements, and AFME-based sample selling restrictions

Practice notes
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STOP PRESS

Major changes to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public Securities offers and UK admissions to trading sits mainly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are repealed. The package aims to streamline capital raising and markedly cut the instances where an issuer must produce an FCA approved prospectus for a further share issue. For comprehensive detail see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026.

What are the purpose of selling restrictions?

Buying financial instruments, such as Equity securities (for example, shares), can be intricate and outcomes uncertain, especially for less experienced investors. Prospective investors are likely to depend on information contained in marketing materials and offer documentation when deciding whether to invest. Companies seeking to offer shares to UK investors...

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Danette Antao
Danette Antao

Danette is a senior knowledge lawyer in the corporate finance practice in Hogan Lovells' London office. She has a particular focus on legal and regulatory developments concerning the UK's equity capital markets....

Maegen Morrison
Maegen Morrison

Maegen is a partner in Hogan Lovells' London office specialising in equity capital markets, corporate finance and domestic and cross-border mergers and acquisitions, principally in the consumer and financial institutions sector. Maegen heads the London equity capital markets practice, co-heads the European equity capital markets practice and has a depth of experience in acting for both issuers and underwriters. Maegen was one of The Lawyer's 10 City Young Guns, appeared in The Lawyer's Hot 100, was one of the 2013 Legal Business Corporate Great Bright Hopes, was one of the 2014 Financial News 40 under 40 Rising Stars in Legal Services and is recognised by the Legal 500 UK 2013 as "very solid and technically excellent". ...

Web page updated on 22/05/2026

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...

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