Guidance

Structuring your business if there's a no-deal Brexit

How cross border business operations and European specific corporate entities would be affected if there's a no-deal Brexit.

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The UK will leave the EU on 31 October. This page tells you how to prepare for Brexit. It will be updated if anything changes, including if a deal is agreed.

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This guidance is for:

  • UK citizens who currently own, manage or direct a company registered in the EU
  • businesses who are legal entities operating across the UK-EU border
  • businesses who have taken the form of a European specific entity

Companies may wish to seek professional and legal advice relating to the country they are operating in and the specific sector.

Cross border business operations

UK citizens may face restrictions on their ability to own, manage or direct a company (such as needing to live in the country in which the business operates).

UK citizens that own or run business operations in an EU country may need to comply with different requirements (those which currently apply to non-EU countries) in the country they are operating in, such as real estate requirements or the need for additional approvals to operate. Branches or representative offices may also need to comply with extra company law requirements.

These restrictions and changes will depend on the sector and country in which the business is operating. For more information check the country guides.

UK companies with an European Economic Area (EEA) corporate appointment and EEA companies registered with Companies House will need to provide some additional information to Companies House within 3 months of exit day. Find out about the additional filing requirements.

UK registered companies which operate in the EU should check they meet relevant EU countries’ incorporation requirements. They may need to make adjustments to their structure.

Companies may wish to seek professional advice.

Cross border mergers

UK companies using the EU Cross Border Merger regime should be at an advanced stage of the process if they are to complete mergers before Brexit. These mergers must be completed by exit day. Companies may wish to seek professional advice.

European Specific Entities: Societas Europaea and European Economic Interest Groupings

Societas Europaea and European Economic Interest Groupings who want to transfer out of the UK before Brexit should already be part-way through the process if they are to complete transfers before exit day. If transfers are not completed by exit day, those entities still registered in the UK will automatically be converted to a new UK corporate entity. Companies may wish to seek professional advice.

Societas Europaea registered in the EU with branches or establishments in the UK will have to register these with Companies House. They will have 3 months after Brexit to provide the necessary documents.

More information

Published 8 August 2019