Posted on: 19/02/2019

    UK Companies House Issued Guidance

    No-deal Brexit: UK Companies House Guidance on Changes to Company Registrations in case of a No-deal.

    On 14 February 2019 Companies House published guidance on changes to company registrations if the UK leaves the EU without a deal.

    It includes guidance on:

    • European entities formed under EU law. After the UK leaves the EU, Societas Europaea and European Economic Interest Groupings will no longer be able to be registered in the UK. SEs and EEIGs registered in the UK can make alternative arrangements before exit day. An SE can convert to a UK PLC if it has been registered for at least 2 years or has had 2 sets of annual accounts approved. Conversion must be completed before exit day. UK SEs and EEIGs can also move their seat of registration to another EU member state. Again, this must be completed before exit day.
    • 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.
    • If an EEIG chooses to move its seat of registration to another EU member state, it must complete this before exit day. Any EEIG registered in the UK after that date will be automatically converted to a UKEIG.
    • UK companies with EEA corporate officers. After exit day, the filing requirements for a UK company or LLP with EEA corporate officers will change.
    • Cross-border mergers. Any such mergers involving UK companies must be completed and registered before exit day.
    • Companies with a UK establishment whose home country is inside the EEA will have to report the same information as overseas companies after exit day. Further information is expected closer to exit day.

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

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