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Companies House announces changes in the event of a no deal Brexit

  • United Kingdom
  • Brexit
  • Corporate secretarial services

06-02-2019

On 14 January 2019, Companies House published the changes to their forms that will come into place in the event of a no deal Brexit on 29 March 2019 (“exit day”). Should a no deal Brexit occur, these changes will affect legal entities operating across the UK-EU border or who have taken on the form of a European specific entity. Please note these changes will only come into effect on 29 March 2019 if no deal is agreed by UK Parliament:

Corporate officers

After exit day, a company or LLP which has a limited company incorporated and registered in the UK as a corporate officer, will have to provide that corporate officer’s name, registered office address and registration number. If that company or LLP has any other entity as a corporate officer, it will also have to provide the legal form of the company or firm, the law by which it is governed and the register in which it is entered. Currently, the legal form of the company and the law by which it is governed does not need to be provided if the Corporate Officer is an EEA company.

In practical terms, this means the Companies House forms relating to company incorporation (IN01, LLIN01), appointment of corporate officers (AP02, LLAP02, AP04) and change of corporate officer’s details (CH02, LLCH02, CH05) will be affected. Transitional arrangements are provided so that companies who have appointed an EEA corporate director or secretary prior to exit day will have three months to update relevant particulars.

Cross-border mergers

After exit, cross-border mergers involving UK companies will no longer be able to take place. As such, forms giving notice of a cross-border merger (CB01, LLCB01, UN CB01) will become obsolete. Companies House have advised they could only guarantee these changes would take place in the event of a no-deal Brexit.

Overseas companies

Reporting requirements for overseas companies opening a UK establishment will be the same regardless of whether or not the ‘home’ country of the company is inside the EEA. As such, forms relating to overseas companies will remove the distinctions between ‘EEA’ and ‘non EEA’ (eg. OSIN01, OS CH02). The additional reporting requirements for EEA companies are outlined here in draft legislation.

Societas Europea (SE)

From exit day, any SE registered in the UK will automatically become a United Kingdom Societas (UK Societas) and will not be able to be transferred out of the UK. No SEs will be able to be formed within the UK after exit day either. References to Societas Europea will be changed to United Kingdom Societas on all forms (e.g. IN01, AP02, CH02), and forms relating to the formation of a Societas Europea will become obsolete (eg. SE FM01, SE DT01).

European Economic Interest Groupings (EEIGs)

From exit day, EEIGs registered in the UK will automatically be converted to United Kingdom Economic Interest Groupings (UKEIGs). Any references to EEIG on forms will be changed to UKEIG and there will be modifications to forms notifying of a subsidiary to an EEIG. The form EE FM01 (registering a EEIG whose official address is in the UK) will become obsolete when the UK leaves the EU, and the forms relating to EEIGs (eg. EEAP01, EEAP02) will be modified to reflect the switch to UKEIGs.

Finally, it is worth noting that there will be some minor modifications to the Confirmation Statement (CS01) in sections C1 & C3 which refer to UK regulated markets. Companies filing their Confirmation Statement after 29 March should ensure they are using the correct version.

Companies House have advised that drafts of the amended forms will be issued as soon as possible but have emphasised that these will only come into effect from 29 March 2019, if no deal is agreed by Parliament.

For more information contact

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