Guidance

Changing your company registration if the UK leaves the EU without a deal

Find out if your business will need to change its company registration if the UK leaves the EU without a deal, and how to do this.

If the UK leaves the EU without a deal on 29 March 2019, your business may need to change its company 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
  • an EEA company

The UK’s exit from the EU will not affect how most UK companies report information to Companies House.

Delivering the deal negotiated with the EU remains the UK Government’s top priority. This has not changed. However, the UK Government must prepare for every eventuality, including a no deal scenario. For 2 years, it has been implementing a significant programme of work to ensure that the UK is prepared to leave the EU at 11pm on 29 March 2019 (exit day).

It has always been the case that as we get nearer to that date, preparations for a no deal scenario would have to be accelerated. We must ensure plans are in place should they need to be relied upon.

We are taking all possible steps to provide continuity for our customers. This includes updating our guidance, services and forms to reflect these changes.

Until a withdrawal agreement exists between the UK and the EU, we will continue to plan for no deal scenarios.

If the UK leaves the EU with no deal, these changes will come into effect at 11pm on 29 March 2019.

European entities formed under EU law

After the UK leaves the EU on 29 March 2019, some European entities formed under EU law will no longer be able to be registered in the UK. These entities are:

  • European public limited liability companies, known as ‘Societas Europaea’ (SEs)
  • European Economic Interest Groupings (EEIGs)

Making arrangements before the UK leaves the EU

SEs and EEIGs registered in the UK can make alternative arrangements before 29 March 2019. For example, an SE can convert to a UK public limited company (PLC) if it has been registered for at least 2 years or has had 2 sets of annual accounts approved. This conversion must be completed before 29 March 2019.

SEs and EEIGs can also move their seat of registration from the UK to another EU member state. This must be completed before 29 March 2019.

SEs and EEIGs that have not made alternative arrangements before 29 March 2019 will be automatically converted into new UK corporate structures. This means they will still have a clear legal status after the UK leaves the EU.

Societas Europaea (SEs)

Any SE registered in the UK on 29 March 2019 will be automatically converted to a ‘UK Societas’. It 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.

No SEs can be formed in or transferred in or out of the UK after 29 March 2019.

The legislative changes for SEs can be found in The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018.

European Economic Interest Groupings (EEIGs)

If an EEIG chooses to move their seat of registration to another EU member state, it must complete this action before 29 March 2019. Any EEIG registered in the UK after 29 March 2019 will be automatically converted to a United Kingdom 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

After 29 March 2019, the filing requirements for a UK company or LLP with EEA corporate officers will change.

They will have to provide the corporate officer’s:

  • name
  • registered (or principal) office address
  • legal form and its governing law
  • register and registration number (if applicable)

This change will not affect a company or LLP which has a UK registered limited company as a corporate officer.

UK companies involved in cross border mergers

Any cross border mergers involving UK companies must be completed and registered before 29 March 2019. After this, cross border mergers will no longer be able to take place.

EEA companies

After 29 March 2019, the UK will no longer be part of the European Economic Area (EEA). Companies with a UK establishment and whose ‘home’ country is inside the EEA will have to report the same information as overseas companies after 29 March 2019. Companies House will provide further information closer to exit day.

Changes to forms

See our guidance for information about changes to Companies House forms in the event of the UK leaving the EU without a deal.

Contact us

If you have any queries about these changes, you can contact us at enquiries@companieshouse.gov.uk

Published 14 February 2019