Company registrations in the event of a no-deal Brexit

Thursday 28th February, 2019

As Brexit uncertainty continues, draft legislation is being pushed through parliament to address some of the effects of a “no deal” exit from the European Union.  Here, we look at some proposed changes to the requirements of Companies House applicable to EU businesses registered in the UK.

If the UK leaves the EU without a deal in a few weeks’ time, your business may need to change its company registration if it is registered as a company in the UK and: (1) a European entity formed under EU law (2) a UK company with an EEA corporate officer (3) a UK company involved in a cross border merger or (4) an EEA company.  On 14 February, Companies House issued guidance on the changes, including a full list of affected Companies House forms.

The changes would come into effect at 11pm on 29 March 2019 in the event of a no-deal. If you think you may be affected, we’ve summarised what to expect below.

Corporate officers: after exit day, filing requirements for a UK company or an LLP with EEA corporate officers will change.  The changes are currently the subject of approval of the underpinning draft legislation by parliament.  After this approval, a number of forms, including incorporation and director appointment forms for both companies and LLPs, will change. The guidance contains a full list of the affected forms.

Confirmation statements: there will be minor changes to sections C1 and C3 of the CS01 form, which refer to regulated markets outside the UK.

European entities formed under EU law: after the UK leaves the EU, Societas Europea and European Economic Interest Groupings will no longer be able to be registered in the UK.  Some SE forms will be discontinued after 29 March 2019.  SEs and EEIGs registered in the UK must make alternative arrangements before exit day as follows:

  • converting, in the case of SEs, to a UK PLC if the SE has been registered for at least 2 years or has had 2 sets of annual accounts approved; or
  • moving the seat of registration to another EU member state.

Any SE or EEIG  registered in the UK on exit day will automatically be converted to a UK Societas or UKEIG.  No SEs can be formed in or redomiciled in or out of the UK after 29 March 2019.

Cross-border mergers: any cross border mergers involving UK companies must be completed and registered before exit day. Under regulations that are to be debated in parliament, all cross border merger forms will be discontinued and no longer in use after 29 March 2019.

EEA domiciled companies with establishments in the UK: these will have to report the same information as overseas companies after exit day. Further information on this is expected closer to exit day.

 

This article is current as of the date of its publication. The information and any commentary contained in this article is for general information purposes only and does not constitute legal or any other type of professional advice.  Marriott Harrison LLP does not accept and, to the extent permitted by law, excludes liability to any person for any loss which may arise from relying upon or otherwise using the information contained in this article.