No deal Brexit? Companies House is getting prepared - here are the changes you need to be aware of

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 on 29 March 2019? Companies House has published the changes to their forms that will come into place should a no deal Brexit occur.

No deal brexit Brexit - Companies House is getting ready

Overseas companies with UK establishments

Currently the 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’.

Corporate officers

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.

Confirmation Statements

Since there will be some minor changes to 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 CS01 form.

Other changes

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 from 29 March 2019 if no deal is agreed by the UK Parliament. The new forms and filing requirements are announced in advance as part of the government’s ongoing programme of planning for all possible Brexit outcomes. 

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