With the Brexit date looming on the horizon, the UK government is preparing for a possible ‘no deal’ scenario. Some UK-based businesses operate across the UK-EU border or have adopted the form of a European specific entity (e.g. Societas Europea). What will change for them in the event of a no-deal Brexit? In February 2019, Companies House has published the changes to their forms and reporting requirements that will come into place should a no-deal Brexit occur. It has recently been confirmed that these changes will not be implemented on 31 January 2020, however they may at a later stage. In the meantime, Companies House continues to monitor the Government’s negotiations with the EU and consider potential no-deal impacts.
Overseas companies with UK establishments
Currently overseas companies opening a UK establishment have slightly different reporting requirements depending on whether their ‘home’ country is inside or outside the European Economic Area (EEA). In the event of a no-deal Brexit, this distinction will cease, and all overseas companies will have the same reporting requirements. Consequently, forms relating to overseas companies will remove the distinctions between ‘EEA’ and ‘non-EEA’.
Currently, if a UK company or LLP has a corporate officer, the details required on public record of the entity acting as an officer are slightly different depending on where it is incorporated and registered. Currently, companies who have appointed an EEA corporate director or secretary don’t have to provide the legal form of the company and the law by which it is governed. This will change after no-deal Brexit, with EEA entities treated as overseas ones and required to provide these details on new Companies House forms relating to company incorporation, appointment of corporate officers and change of corporate officer’s details. Transitional arrangements to update relevant particulars will be in place for companies who have appointed EEA corporate officers before the Brexit date.
Since there will be some minor changes to the Confirmation Statement forms (in sections which refer to the UK regulated markets), all companies filing their Statements after the Brexit date should ensure that they are using the correct version of the CS01 form.
There are also other changes related to Societas Europea (SE) and European Economic Interest Groupings (EEIGs). In respect of cross border mergers, in the event of no-deal Brexit, cross-border mergers involving UK companies will no longer be able to take place, and forms giving notice of such mergers will become obsolete.
Preparing for all outcomes
Companies House have emphasised that the above changes will only come into effect if no-deal is agreed by the UK Parliament. The new forms and filing requirements were announced in advance as part of the government’s ongoing programme of planning for all possible Brexit outcomes. Currently, the Brexit leave date is planned for 31 January 2020. Could we expect any new developments in terms of Companies House filings after that date? Only time will tell.
Author: Krystyna Ferguson, Senior Associate, SCG, Vistra Corporate Law
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