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, 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 on exit day.
It has always been the case that as we get nearer to exit day, 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.
European entities formed under EU law
After the UK leaves the EU on exit day, 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 exit day. 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 exit day.
SEs and EEIGs can also move their seat of registration from the UK to another EU member state. This must be completed before exit day.
SEs and EEIGs that have not made alternative arrangements before exit day 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 exit day 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 exit day.
UK branches of SEs registered in an EU member state will have to comply with the Overseas Company Regulations from exit day.
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)
If an EEIG chooses to move their seat of registration to another EU member state, it must complete this action before exit day. Any EEIG registered in the UK after exit day 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 exit day, the filing requirements for a UK company or LLP with EEA corporate officers will change.
They will 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 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 exit day. After this, cross border mergers will no longer be able to take place.
After exit day, 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 exit day. 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.
If you have any queries about these changes, you can contact us at email@example.com