You need to check whether the overseas company is registered at Companies House (ie it has a foreign company registration number – which will be a registration number beginning with ‘FC’). If it does, then you register the charge in exactly the same way as if it were a UK company. But, if it is not registered at Companies House then you have to use the Slavenburg [1980] procedure.

What Slavenburg confirmed was that whether or not a company has an ‘established place of business’ is a question of fact – and does not depend on whether it has registered itself with Companies House. Because of this, you should still file the charge with Companies House, since your filing will then protect you if the company subsequently sets up a branch, or has an established place of business that has not been registered at Companies House. Your filing should be similar to an ordinary one but on Form 395 you insert the words ‘overseas company’ rather than the company registration number. In your covering letter, explain to Companies House that the charges being submitted are in accordance with the Slavenburg practice since it is not known whether or not the company has a place of business in England & Wales. In response, Companies House will stamp the form but they will not register the charge; instead, they will send a standard letter saying the security document is not acceptable for registration. That letter should be kept on file with a copy of the Form 395 and charge, as evidence that the particulars were delivered for registration.

The Slavenburg register is now available in electronic form and can be searched by phone (but it is not comprehensive – since the search only reveals filings since October 2001). Note that Slavenburg filings will be abolished as from October 2009, when it will only be necessary to file charges that had been created by overseas companies that are formally registered in England & Wales. Source: Lovells. © Practical Lawyer