Find out if your business will need to report new information to Companies House after Brexit, and how to do this.
Brexit will not affect how most UK companies report information to Companies House.
European entities formed under EU law
Some EU entities can no longer be registered in the UK. These are:
- European public limited liability companies, known as societas Europaea (SEs)
- European economic interest groupings (EEIGs)
SEs and EEIGs that did not make alternative arrangements before 1 January 2021 have been automatically converted into new UK corporate structures. This means they still have a clear legal status from 1 January 2021.
Societas Europaea (SEs)
Any SEs still registered in the UK from 1 January 2021 have been automatically converted to a UK societas. You can:
- remain as a UK societas
- be wound up
- be converted to a PLC
From 1 January 2021 no SEs can be formed in the UK, or transferred in or out of the UK.
UK branches of SEs registered in an EU member state must now comply with the overseas company regulations.
The legislative changes for SEs can be found in:
- The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018
- The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019
European economic interest groupings (EEIGs)
Any EEIGs still registered in the UK from 1 January 2021 have been automatically converted to a UK economic interest grouping (UKEIG).
The legislative changes for EEIGs can be found in The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018.
UK companies with EEA corporate officers
The filing requirements for a UK company or LLP with EEA corporate officers have changed. You now have to provide the corporate officer’s:
- registered (or principal) office address
- legal form and its governing law
- register and registration number (if applicable)
This change does not affect a company or LLP which has a UK registered limited company as a corporate officer.
Updating your information
UK companies or LLPs that employed an EEA corporate officer before 1 January 2021 will need to provide Companies House with the relevant information. You’ll have 3 months from 1 January 2021 to do this.
You can also file a paper form to:
- change details for a corporate director (CH02)
- change details for a corporate secretary (CH04)
- change details for a corporate member of an LLP (LL CH02)
It’s taking much longer than usual to process paper forms and documents sent by post.
UK companies and cross border mergers
From 1 January 2021, cross border mergers between a UK company and an EEA company using the EU Cross Border Merger regime will not be able to take place.
Any cross border mergers involving UK companies must have been completed and registered before 1 January 2021.
European Economic Area (EEA) companies
The UK is no longer part of the EEA. This means companies with a registered UK establishment and whose ‘home’ country is inside the EEA, must now report the same information as overseas companies.
EEA companies which have registered a UK establishment will need to provide additional information to Companies House and publish additional information on customer-facing material. From 1 January 2021 this will also include UK branches of SEs registered in an EU member state.
You’ll have 3 months from 1 January 2021 to provide Companies House with:
- information on the law under which the company is incorporated
- the address of its principal place of business or registered office
- the company’s purpose (its ‘objects’)
- the amount of share capital issued
- the company’s accounting period and period of disclosure (for companies that are required to disclose accounts under their parent law)
On public facing material (such as websites, letterheads and order forms) you must publish:
- the location of its head office
- the legal form of the company
- its limited liability status
- if applicable, notice that the company is being wound up, or is subject to insolvency or any other analogous proceedings
- for companies that choose to refer to their share capital on public facing material, you must do this by reference to paid up capital
If you have any queries about these changes, email firstname.lastname@example.org