The aspects of the Queen’s Speech that are particularly relevant to commercial organisations

On 11 May the Queen delivered her speech marking the State Opening of Parliament. The usual ceremonial elements having been toned down in light of the coronavirus pandemic, the latest Queen’s Speech already looked somewhat different to previous ones, even before Her Majesty began to outline her government’s priorities for the months to come.

There were also many elements of the eventual speech that were of particular interest to commercial entities like those making use of our own company secretarial practice for PLCs.

Below, then, are some of the most pertinent points for such firms, as detailed in the Queen’s Speech itself and the accompanying briefing notes.

  • Product Security and Telecommunications Infrastructure Bill. This Bill will require manufacturers, distributors and importers of smart devices to comply with minimum security standards in order to guard against cyber attacks. It will also lay out new powers of enforcement, and provide a regulatory framework that is adaptable to technological advances.
  • Subsidy Control Bill. This is intended to put in place UK-wide principles that public authorities will be required to follow when granting subsidies, replacing the European Union (EU)’s state aid regime. It will impose a need on public authorities to upload information on subsidies to a new nationwide database. In addition, an independent subsidy control body will be set up, providing for judicial oversight of subsidy grants.
  • Procurement Bill. This aims to put in place three modern procedures to simplify the public procurement regime in the UK. It will mean buyers needing to comply with the government’s new National Procurement Policy Statement. The bill will also set up a single data platform for supplier registration, while addressing supplier fraud, reforming the process by which procurement decisions are challenged, and capping the level of damages that bidders can access, in order to minimise speculative claims.
  • National Insurance Contributions Bill. As part of the government’s approach to trade after Brexit, this bill will give employers in freeports the benefit of National Insurance contributions relief.
  • Health and Care Bill. Those involved in advertising law are likely to be especially interested in this bill that will ban adverts for junk food before the 9pm watershed on TV, in addition to implementing a total online ban.
  • Environment Bill. Along with other environmental protection steps contained within this bill, some businesses will need to pay close attention to new measures to extend producer responsibility and new powers in relation to product labelling.
  • Online Safety Bill. This bill didn’t complete its passage in the previous Parliamentary session, but will continue in the new one. It will designate Ofcom as the independent regulator for online safety, handing it powers to issue fines of as much as £18 million or 10% of annual global turnover – whichever is greater. It will also mean companies having a duty of care to enhance user safety online, particularly for children. Major platforms will also be required to clearly set out in their terms and conditions what legal content is unacceptable on their platform, allow users to report unacceptable content, and tackle online misinformation.

Are you on the lookout for capable and informed professionals who can give your firm the benefit of the highest standard of company secretarial practice for PLCs? If so, please don’t hesitate to enquire to our experts at London Registrars, so that we can discuss how we could best serve your organisation’s needs – whatever the months ahead bring.

June 2021

Guarding against money laundering and its risks to the UK and global economy

Anyone and everyone who takes seriously the importance of protecting the UK’s national security, prosperity and reputation abroad must be mindful of the threat that money laundering poses.

The financial sector is of critical importance to the UK economy. It is because of this that money laundering, especially at the higher end involving the laundering of significant amounts of illicit funds through the financial and professional services industries, is a particular concern.

Here at London Registrars, we constantly strive to ensure we are playing our part in stopping the flow of illicit finances arising from criminal activity both at home and overseas.

Why is money laundering a particular threat in the UK?

The UK takes pride in offering an active and dynamic environment in which to set up a business, with relatively few restrictions on entrepreneurs and business owners.

However, it is also the sheer ease with which one can establish a UK business that has long proved a magnet for criminals. Wrongdoers are motivated to set up companies – both in the UK and abroad – that are seemingly legitimate at first glance, but which actually serve mainly as mechanisms for the laundering of illicit funds.

Criminals also regularly seize upon the lucrative property market in the UK, especially in London. Money laundered in this part of the world frequently represents the proceeds of crime that occurred in another country, with major financial centres being alluring transit points or destinations for these proceeds.

When criminal money is detected flowing in large volumes through the UK, authorities in the UK, EU and US can choose to take action with criminal and regulatory penalties. This, however, could increase the chances of major financial institutions collapsing or ending their presence in the UK.

Almost all high-end money laundering, as well as much cash-based money laundering, is made possible by the abuse of legitimate services and processes. A small minority of people can pose a profound threat to national financial systems by taking advantage of unwitting, negligent or even complicit professionals in such fields as accounting, the law, and real estate.

Money launderers often assume roles as intermediaries. In doing so, they may draft documentation, disseminate funds, and facilitate the creation of highly sophisticated structures for the movement and storage of large volumes of illicit funds, while making it difficult to ascertain who actually owns this money.

The diligent anti-money-laundering policies of London Registrars

The aforementioned issues help explain why, in our core services of assisting with the incorporation of new companies and offering company secretarial subscriptions, our own business has to remain vigilant and adhere strictly to the latest anti-money-laundering regulations. This includes undertaking such sensitive tasks as carefully checking IDs and proof of addresses before accepting new clients.

To learn more about the wide range of measures we adopt to help guard against illegal activity, as well as to discuss the business formation and support solutions from which you could benefit, please don’t wait any longer to get in touch with the London Registrars team.

May 2021

The key details for organisations – Financial Services Act 2021

Thursday 29 April saw the Financial Services Act 2021 finally receive Royal Assent, in the process, becoming the first financial services primary legislation the UK Parliament has passed since the UK’s departure from the European single market.

The Act – formerly the Financial Services Bill 2019-21 – was introduced in the House of Commons on 21 October 2020, and makes reforms to 22 distinct areas.

The background of the Act

The history of the Bill can be traced to the 2019 Queen’s Speech background paper, which expressed a desire to use the upcoming parliamentary session to bring forward legislation to “ensure that the UK maintains its world-leading regulatory standards and remains open to international markets after we leave the EU.”

The Bill’s stated objectives at the time of its introduction to the House of Commons included enhancing the UK’s prudential standards and promoting financial stability; promoting openness between the UK and international markets; and maintaining an effective financial services regulatory framework and sound capital markets.

The Treasury later added another objective in acknowledgement of amendments made during the Bill’s passage through Parliament, to “protect consumers who use a range of financial services.”

What are the standout changes in the Act?

Organisations using various services offered by London Registrars such as directors’ service addresses, the preparation and submission of the annual Confirmation Statement, and the maintenance of statutory registers and more, are likely to take an interest in the various measures contained in the Act.

Eye-catching elements of the legislation include, among others, Section 30 on insider lists and managers’ transactions, as well as the information on maximum sentences for insider dealing and financial services offences in Section 31.

Section 30, for instance, amends UK Market Abuse Regulation (MAR) to clarify who is required to maintain an insider list. Specifically, it sets out that issuers and any person acting on their behalf or on their account all must maintain such a list, as opposed to issuers or any person acting on their behalf or account.

Also included in this section is an amendment to Article 19(3) of UK MAR, to modify the timetable within which issuers are required to disclose transactions by PDMRs and PCAs to the public. Issuers are now expected to disclose transactions within two days of the PDMRs and PCAs notifying them of those transactions, rather than no later than three business days following the transaction date.

Meanwhile, Section 31 extends the maximum sentence for criminal market abuse from seven to 10 years.

Your business doesn’t need to look elsewhere for company secretarial services

Would you appreciate the highest standard of specialised and tailored help in relation to your company’s corporate governance and compliance efforts? If so, the London Registrars team is available to discuss with you such key services of ours as minute book maintenance, ensuring timely filings at Companies House, and the maintenance of statutory registers.

Enquire to us today by phone, fax or email, and we’ll provide prompt and full answers to your queries to help guide you to the best-matched solutions.

17 May 2021

What are the corporate insolvency measures the Government has extended in relation to the COVID-19 crisis?

As we touched on in our previous blog post on this legislation, one of the Government’s earliest responses to the coronavirus crisis in 2020 was to bring forth what became the Corporate Insolvency and Governance Act 2020, or CIGA.

Now, various temporary measures contained within the Act have been extended until 30 June 2021, including:

  • The continued suspension of the rules around wrongful trading liability. This measure dictates that a director will not be deemed responsible for any worsening of a company’s financial position between 1 March 2020 and 30 September 2020, and between 26 November 2020 and 30 June 2021
  • The continuation of the blanket restriction – as has been in place since 27 April 2020 – on the presentation of winding-up petitions based on statutory demands served on or after 1 March 2020
  • Continued restrictions on the presentation of winding-up petitions and winding-up orders
  • Small suppliers still being excluded from the prohibition on terminating a supply contract while a customer is insolvent
  • Also continuing, until 30 September 2021, will be temporary modifications and relaxation to the requirements for the new moratorium procedure outlined in CIGA 2020, schedule 4

Several issues of concern remain for struggling businesses

The protracted wait for the Government to extend the insolvency measures caused many observers to wonder whether they would be extended at all. However, the news that these Regulations are, indeed, continuing is not a complete shock, given how they mirror the arrangements still in place for lease forfeitures and repossession restrictions, which have been extended until 30 June 2021.

The disruption caused by the COVID-19 situation has resulted in significant trading difficulties for many businesses that would otherwise be economically stable. This, in turn, has raised fear of an elevated insolvency risk for some of these firms.

Much speculation will now centre on whether the Regulations are likely to see any further extensions, not least given that they are presently set to cease only shortly after the lifting of all general lockdown restrictions in England. This raises the question of whether businesses will have enough time after the Regulations expire to recover and fend off any creditors that may intend to approach them soon after 30 June 2021.

Whatever corporate governance issues apply to your business, we’re here for you

Every organisation is different, of course, and there is a wide range of concerns that your own business may have in relation to corporate governance, risk and compliance in the weeks and months ahead. This is precisely why the advice, guidance and support of experts in these areas – such as those of London Registrars – could prove so crucial.

With solutions of ours including – but not limited to – company secretarial practice for PLCs encompassing directors’ service addresses, maintenance of the register of shareholders, the preparation and submission of the annual Confirmation Statement, and so much more, our team is available to provide the support your organisation might need.

Call, email or fax our team today, and we would be happy to advise further on your company’s particular circumstances and requirements as the UK emerges from the COVID-19 crisis.

4 May 2021

 

Automatic extensions granted by Corporate Insolvency and Governance Act come to an end

As recently disclosed by Companies House, for filing deadlines that fall after 5 April 2021, the automatic extensions granted by the Corporate Insolvency and Governance Act 2020 (CIGA 2020) will come to an end. These automatic extensions applied to accounts, confirmation statements, event-driven filings and mortgage charges.

However, for accounts filing deadlines that do fall after this date, eligible companies will still be entitled to apply for an extension of three months.

What is the background of CIGA 2020?

The Corporate Insolvency and Governance Act 2020 received Royal Assent on 25 June 2020, with nearly all its provisions taking effect from the following day.

The Act comprises eight measures divided between permanent changes to the UK insolvency regime, and temporary alterations to insolvency law and corporate governance, to help struggling businesses survive the coronavirus crisis. Most of the Act’s temporary measures for protecting businesses had retrospective effect from 1 March 2020.

On 24 September 2020, the Government confirmed that it would extend the duration of some of the temporary measures included in the Act. The intention was to keep on giving companies breathing space at a time when the UK remained subject to various restrictions to help minimise the spread of COVID-19, including social distancing requirements and regional lockdowns.

Several temporary changes made to corporate governance

Among the Act’s provisions were a number of temporary corporate governance measures, designed to minimise the burden on companies and other entities so that they could prioritise their efforts on continuing to trade amid coronavirus disruption.

One of those changes was companies and other bodies temporarily being given greater flexibility to hold Annual General Meetings (AGMs) and other meetings in a safe and practicable manner – for example, conducting meetings virtually – in light of the pandemic. This measure took retrospective effect from 26 March 2020 to 30 March 2021, and meant that directors were not exposed to liability for failing to hold an AGM in compliance with a company’s constitution.

Another temporary change made by the Act was the extension of Companies House filings deadlines. A temporary extension was provided for the period allowed for a public company’s directors to comply with their obligation under the Companies Act 2006, section 441, to deliver accounts and reports for a financial year to the Companies House Registrar.

That measure applied retrospectively from 26 March 2020, and expired on whichever was the earlier of 30 September 2020, and the last day of the 12-month period immediately following the end of the relevant accounting reference period.

Furthermore, CIGA 2020 handed the Secretary of State powers to make regulations to extend the deadline for certain other Companies House filings. This power, however, expired on 5 April 2021.

Turn to our professionals for the complete company secretarial support service

Whether you are on the lookout for a firm that can assist you with such elements of corporate governance and compliance as register of shareholders maintenance, minute book maintenance, and/or Companies House filings, we’re ready and waiting to serve you here at London Registrars.

Contact us by phone, email or fax today, and we will be pleased to discuss the possibilities for working together to guide your firm through what remains of the COVID-19 crisis.

23 April 2021

An explanation of run-off insurance – and its implications for you and your business

While the importance of professional indemnity insurance for a wide range of business owners and those providing a service is well understood, you may not be so familiar with the concept of run-off cover. Indeed, there is sometimes a temptation to incorrectly regard run-off insurance as representing something significantly different to ordinary professional indemnity cover.

“Claims made” vs. “claims occurring” protection

To understand how run-off insurance works, it is important to appreciate the “claims made” nature of the protection it provides.

The professional indemnity cover that your business may already have in place will be underwritten on what is called a “claims made” basis, rather than a “claims occurring” one. This means that your policy will respond to a claim – or an event possibly leading to a claim – that the insurer is first notified of while the policy is actually in force.

In other words, the policy will respond to a claim made during an insured period, even though the event giving rise to the claim might have actually occurred before the policy started, or when the policyholder was still being insured by another insurer.

This is different to how “claims occurring” policies – such as employers’ liability, public liability, or car insurance – work.

These particular insurance policies respond to losses that occurred while the policy was in force. So, if the policyholder has switched to another insurer since the event giving rise to the claim, it will be the company that provided the insurance at the time of the event that will deal with the claim.

So, how does this apply to professional indemnity cover?

In the case of your business’s professional indemnity insurance, it is crucial to ensure you have a policy in force to protect you in the event of a claim being made against you or your former practice for work carried out in the past.

This explains the need for a run-off insurance policy to be purchased and maintained while the professional liability period to your clients is still “running off”.

Run-off insurance, then, is a form of professional indemnity cover that takes effect when you or your employees cease to trade, with any claims made under such a policy relating to work undertaken before the run-off cover commenced.

What should your next steps be if you might need run-off insurance?

Those retiring from their business often purchase run-off insurance; its very nature makes it especially suitable for smaller firms and sole traders.

It is important to remember that with even speculative or spurious claims still needing to be defended, the right run-off policy can give you invaluable peace of mind. It will cover the costs of defending claims, and reimburse any losses that occur in the event of a claim being upheld against you as the insured party.

Anyone who required the protection of a professional indemnity policy while providing services and advice therefore stands to benefit from having run-off cover in place.

If you conclude that you do indeed require run-off insurance for your business, your next step should be to advise your current insurer or broker of this. If it is a while until your current policy’s renewal date, you will need to tell your present insurer or broker that you have stopped trading.

The insurer or broker will attach an endorsement to your policy, making clear that they will not provide cover for any service or work provided after that date – the “run-off” endorsement date. When the renewal date arrives, the insurer will present you with run-off renewal terms, and may request that you complete a proposal form setting out the work you have carried out between the previous renewal date and the date you ceased trading.

It will then be up to you whether to commit to the run-off policy, or instead make alternative arrangements. A run-off insurance policy typically continues for up to six years, although your business’s particular circumstances and requirements may dictate a shorter or longer period of cover. Note, too, that after the first full year of run-off, your premiums on such a policy should begin to show signs of decreasing from what you paid for indemnity cover while trading.

Don’t trust anyone else as your corporate governance partners

At this time of great uncertainty for so many businesses – including for their prospects in the months and years ahead – you are likely to greatly appreciate the specialised knowhow and assistance our company secretarial subscriptions can offer to your organisation.

To find out more about the details of this service, and everything else the London Registrars team can do to serve your governance, risk and compliance needs, please don’t hesitate to call or email us.

April 2021

Staff to continue working from home as much as possible until late into the easing of lockdown

In late February, the UK government set out its four-step “roadmap” for easing its most recent lockdown restrictions. In the process, it revealed that guidance to staff to work from home where possible would not be altered until 21 June at the earliest.

A week prior to that date, a review will be published to inform any update the government makes to its advice on working from home. Until then, the guidance for normally office-based workers is still to continue largely working from home where feasible.

Any change in guidance for such staff therefore looks set to coincide with the lifting of all legal restrictions on contact with others, and large closed venues such as nightclubs being permitted to open their doors once more.

What does the government’s roadmap document state?

The government’s document released alongside the announcement of the “roadmap” – COVID-19 Response – Spring 2021 – states: “Social distancing is difficult and damaging for businesses and, as a result, it is important to return to as near to normal as quickly as possible.

“Ahead of Step 4, as more is understood about the impact of vaccines on transmission and a far greater proportion of the population has been vaccinated, the government will complete a review of social distancing measures and other long-term measures that have been put in place to limit transmission.”

Disagreement as to whether a ‘new normal’ looms

Presuming the advice on home working is finally revised towards the end of June, many workers will have spent a significant proportion of the previous 15 months away from the office. This has raised questions about the likely extent to which these personnel will return full-time to the office as previous limits are gradually lifted.

Various City and international firms, for instance, have already indicated that they won’t need as much office space as they did before the coronavirus crisis, due to the likelihood of people needing to come into the office less often.

Indeed, it seems probable that many employees in the long term will devote three or four of their working days each week to the office, and the rest to working from home.

However, one high-profile sceptic on suggestions that the pandemic could help bring profound and lasting change in this area, is seemingly the Prime Minister, Boris Johnson.

Mr Johnson commented in a Downing Street press conference: “The better remote communication gets and the more people can see each other and talk on mobile devices, as a paradox the more actually they want to see each other face to face.”

“That, I’m sure will come back. I think that London and our great cities will be filled full of buzz and life and excitement again.”

Enquire now about our company secretarial solutions

Whatever the situation looks likely to be for your organisation’s workforce once the worst of the COVID-19 crisis is history, you may well be highly appreciative of the assistance with corporate governance and compliance that our own professionals can provide.

Don’t be afraid to reach out to the London Registrars team today for more information and guidance in relation to Companies House filings maintenance, minute book maintenance, directors’ service addresses, and other key aspects of our company secretarial services.

March 2021

What does the CMA’s COVID-19 taskforce mean for businesses?

One perhaps easily overlooked development amid the fast-moving coronavirus crisis has been the Competition and Markets Authority (CMA)’s creation of a COVID-19 taskforce to help protect consumers.

The taskforce was created in response to a significant rise in complaints from customers during the pandemic, largely about coronavirus-related cancellations and refunds.

To this end, the non-ministerial department of the UK government has made clear that the COVID-19 crisis has not brought about any relaxation in its rules on unfair trading practices and anti-competitive behaviour.

So, what should retailers be mindful of amid the competition authority’s focus on these aspects of how businesses are conducting themselves during the coronavirus situation?

What are the areas of focus for the CMA’s COVID-19 taskforce?

The CMA created its COVID-19 taskforce to investigate and instigate action against businesses that have refused refunds or introduced unnecessary complexity to the refunds process.

Other retailers’ behaviour being given greater scrutiny by the competition body include instances of customers being charged high administration or cancellation fees, or pressured into accepting vouchers instead of cash refunds.

Earlier in the pandemic, the CMA published an open letter to all businesses involved in organising package holidays for UK customers. The authority said that since the taskforce’s launch, it had

received more than 17,500 consumer complaints about traders that had provided misleading information and failed to give refunds within the 14-day deadline.

However, the package holiday industry is not the only one that has attracted concern since the onset of the COVID-19 outbreak, with other sectors potentially in line for CMA scrutiny in the coming months including holiday accommodation, wedding and private event venues, nurseries and childcare.

In what circumstances are retailers required to provide refunds?

Businesses are generally expected to issue refunds whenever they have cancelled a contract without supplying any of the requested goods or services, or where tier or lockdown conditions prevent them from providing the service.

Consumers must also be provided with refunds, in most cases, if they cancel or are unable to receive the requested service as a consequence of restrictions.

Exceptions to these requirements exist – for example, in the event of the customer having already received some benefit, or the goods or services being provided as part of a subscription – in which case, payment may be suspended or refunds limited.

Although the CMA does allow for vouchers, credits and rescheduling to be offered instead of a refund, it is crucial that customers are not obliged or misled into accepting such alternatives. The body also accepts that the current circumstances may result in refunds taking longer to be issued but still expects reasonable and clearly communicated timelines.

How are businesses responding to the CMA’s heightened monitoring?

Alert to the increasingly watchful eye of the competition authority, many businesses have moved to adapt their offering to customers beyond the legally required minimum – for example, by extending ‘change of mind’ returns until after the reopening of physical stores.

Such policies, in turn, may help cultivate greater customer trust in such businesses’ online and offline retail arms alike.

Our wealth of company secretarial services here at London Registrars could be instrumental in supporting your business through pandemic recovery – encompassing a range of company secretarial and business support services and the maintenance of statutory registers. Please reach out to our team today to find out more.

March 2021

 

How COVID-19 has forced retailers to adopt new ways to survive

To say that the coronavirus situation has profoundly impacted on the UK retail sector would be something of an understatement.

The obvious immediate enforced changes or temporary closures during periods of lockdown have  in many cases transformed into permanent closures as brands look to reduce costs. Meanwhile, many familiar retail names have opted to shift their operations either partly or fully online.

Some of these developments may seem to represent an acceleration of trends already evident long before the pandemic. After all, retail businesses were generally well aware, even prior to COVID-19, of the ever-heightening importance of being active on social media, showing brand transparency, and espousing sustainability.

These are all trends that have long exerted their influence on how British retailers continually reinterpret and evolve their online presence.

So, what has been especially notable about how brands have responded to the previously unheard-of conditions the pandemic has brought? In a nutshell, retailers have shifted their focus from how they can survive in the short term, to how they can thrive in the longer term – with the UK High Street unlikely to ever be quite the same again.

What have specific retailers done in response to the pandemic?

We have reached the stage of the coronavirus crisis where, for a great number of high-street brands, the permanent closure of stores has become all but unavoidable. This has led many of them to switch some roles to the e-commerce sector, as part of a broad rethinking of their business approach.

We have seen, for example, John Lewis closing some of its stores permanently and considering heavy investment in e-tail. Indeed, the partnership has stated that online shopping now accounts for 60-70% of its sales, compared to just 40% before the pandemic.

The shirts and ties retailer T. M. Lewin, meanwhile, went into pre-pack administration last summer, and announced that all 66 of its UK stores would be shuttered. However, the brand continues to have an e-commerce presence.

Cath Kidston, too, fell into administration not long after the beginning of the first lockdown. As a consequence, all 60 of the chain’s UK stores were closed, although its online operations remain.

Away from the obvious high-street retailers, even major names in the arts have discovered the value of maximising an accessible online presence.

The National Theatre, for instance, has caught the eye with its ‘National Theatre at Home’ streaming service, which makes available one-off rentals, monthly and annual subscriptions to an international audience. This will doubtless include many individuals who would not have had the luxury of visiting the theatre in person, even before the pandemic and is an example of how COVID-19 may even present opportunities for brands to expand, rather than merely retain an audience.

However, the broader trend is not just of retailers shifting previously brick-and-mortar operations online but also of offering their own delivery services. Cambridge Wine Merchants is among those to have rapidly moved to offer in-house delivery to customers based nearby. Other retailers have used existing delivery platforms such as Deliveroo, Ocado and Just Eat, thereby fuelling their stellar growth during the coronavirus crisis.

Position your business advantageously to thrive after the worst of the pandemic

While we may never live in a truly ‘post-COVID-19’ world and much uncertainty remains about the recovery, one thing has become clear for brands across the UK — the importance of modernising and retaining the agility to thrive in an era when the high street may not have the same role it once did.

We can play our own role in helping your business to not just survive, but thrive in the months and years ahead here at London Registrars. To learn more about our expertise and track record in company secretarial practice for PLCs, please do not wait any longer to contact our team or call us direct on 07415 107436.

1 March 2021

When might a company or individual require a process agent?

If you have already had reason to investigate our process agent service here at London Registrars, you may already know the basics of what a process agent does.

UK process agents are also sometimes referred to as service agents or agents for service of process. Their responsibility is to accept service of notices, proceedings or documents on behalf of their (usually) overseas clients. A process agent service can therefore be invaluable in situations where the serving of a notice cannot happen abroad, or it would be difficult to accomplish this.

In what exact situations may a process agent service be needed?

One typical example of a process agency arrangement would be where an entity based in another country enters into a loan agreement with a bank in the UK, or with the European Bank for Reconstruction and Development (EBRD).

Another scenario may entail an overseas client entering into a large hire or purchase agreement with a UK supplier, where the foreign entity will be subject for a number of years to terms based on UK law and jurisdiction.

Contracts and loan agreements like this may have a clause written into them whereby the overseas entity must enter into a process agency agreement for the entirety of the loan or hire period. This would mean that in the event of the foreign entity breaching its agreed terms or falling behind with loan repayments, service of any court claim papers would be made on the process agent.

This would ensure that a correct procedure is followed for the serving of papers to start court or arbitration proceedings, in line with the Civil Procedure Rules. It would then be the process agent’s responsibility to forward the papers to their client who appointed them (‘the Appointor’).

A process agent service can deliver both time and cost benefits

When a process agent is in place for a foreign entity involved in an agreement like the above, the counterparty (often the Seller or the Lendor) knows that service of the court papers on the UK process agent constitutes proper service and allows the court proceedings to run their course, without the uncertainty, extra costs and hassle that would be involved if the court papers had to be served on the foreign entity abroad.

It is worth noting that the appointment of a process agent is strangely triangular in that the appointment primarily serves the counterparty (the Lendor or the Seller, etc) and not the Appointor (the Borrower or Purchaser) who is obliged by contract to appoint the process agent and enter into the process agency agreement (and generally bears the cost of this).

Nor are process agents of relevance only to companies

It would be easy to presume from all of the above that only companies engaged in commercial transactions would ever need to seek a process agent service.

In recent years, foreign-based individuals or couples who wish to obtain a mortgage or loan for a UK property purchase have also frequently been asked to secure a process agent’s services.

In conclusion, process agents routinely play a crucial role for both organisations and individuals that are based overseas, but looking to enter a contract or agreement with a bank, lendor or supplier in the UK, and frequently the bank, lendor or supplier asks for confirmation direct from the process agent that the process agent has indeed taken on the appointment.

If you have been told – whether as an individual or organisation – that you need to appoint a process agent, our team at London Registrars can provide assistance and guidance from your first point of contact with us, right through to the executed agreement. If you wish to contact us, please email [email protected] or call 07415 107 436.

February 2021