Company registration issues if the UK leaves the EU without a deal

Company registration issues if the UK leaves the EU without a deal

No deal government guidance published

The government has published what changes will need to be made to company registrations in the event that the UK leaves the EU without a deal. You may need to change your company’s registration if it’s:

  • a European entity formed under EU law;
  • a UK company with an EEA corporate officer;
  • a UK company involved in a cross border merger; or
  • an EEA company.

However it has been confirmed that a no deal Brexit will not affect how most companies report information to Companies House.

European entities formed under EU law

European public limited companies, known as ‘Societas Europaea’ (SE) and European Economic Interest Groupings (EEIG) will no longer be able to be registered in the UK.

An SE can convert to a UK PLC if it has been registered in the for 2 years or has had 2 sets of annual accounts approved. SEs and EEIGs can move their seat of registration from the UK to another EU member state.

If no alternative arrangements have been made and a no deal Brexit occurs, SEs will be converted to a ‘UK Societas’ and can remain as such, be wound up or convert to a UK PLC but a transfer into Europe will not be allowed.

EEIGs will automatically convert to United Kingdom Economic Interest Groupings UKEIGs.

UK companies with EEA corporate officers

The filing arrangements for such companies and LLPs will change on the advent of a no deal Brexit. Details of the corporate officer will need to be provided to Companies House.

UK companies involved in cross border mergers

Any cross border mergers involving UK companies must be completed and registered before a no deal Brexit. After this, cross border mergers will no longer be able to take place.

EEA companies

After Brexit, the UK may no longer be part of the European Economic Area (EEA). In this case, companies with a UK establishment and whose ‘home’ country is inside the EEA will have to report the same information as overseas companies.

Conclusion

The information published by Companies House applies only in the event of a no deal Brexit. As the current political situation is fluid, companies are recommended to keep appraised of developments to ensure they remain compliant.

Elemental can help with all of your compliance and regulatory needs. Please email us at info@elementalcosec.com or call us on 020 3286 6229.

Elemental Cosec Limited

March 2019

Nick Lindsay
nick.lindsay@gmail.com
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