Companies House issues guidance on changes to company registrations in the event of a No-deal Brexit

Companies House has published guidance concerning changes to the registration of companies in the event of the UK leaving the EU without a deal. The guidance includes information concerning:

• European entities formed under EU law (i.e. Societas Europaea (SE) and European Economic Interest Groupings (EEIGs)) will no longer be able to be registered in the UK after the exit day. An SE can convert to a UK PLC if it has been registered for at least 2 years or has had 2 sets of annual accounts approved. Any conversion must be completed before exit day. UK SEs and EEIGs are at liberty to move their seat of registration to another EU member state. Again registration must be completed before exit day. Come exit day, a SE registered in the UK will automatically be converted into a UK Societas. The SE can remain as a UK Societas, be wound up or converted to a PLC, but it will not be allowed to transfer out of the UK. The same approach will be taken to EEIGs with the opportunity to move its seat of registration to another EU member state prior to exit day. After that date the EEIG will convert to a UKEIG.
• After exit day, the rules concerning the filing requirements for UK companies with EEA corporate officers will change.
• UK companies involved in cross border mergers must complete and be registered before exit day.
• Companies with a UK establishment whose home country is inside the EEA will have to report the same information as overseas companies after exit day.

In the event of the UK leaving the EU without a deal, the changes will take effect at 11pm on 29 March 2019.

This article has been published as part of the latest issue of our Commercial Brief, detailed within the In Brief section.  You can view the other articles within our Commercial Brief using the links below:

• Fine for failing to respond to Information Commissioner’s Office enforcement notice
• ​Estate agents secure payment despite the agency agreement lacking any express term as to the timing of when the commission would become payable
• Guidance issued on the use of personal data post Brexit
• Advocate General’s opinion issued on consumers' obligations to return defective goods for repair or replacement

ENDS

This is for information purposes only and is no substitute for, and should not be interpreted as, legal advice.  All content was correct at the time of publishing and we cannot be held responsible for any changes that may invalidate this article.