Brexit and Company Law
On 14 February 2019 , UK Companies House issued two new guidance notes , whose titles speak for themselves - firstly , "Changing your company registration if the UK leaves the EU without a deal" and , secondly, "Changes to Companies House forms in the event of a no deal Brexit".
The new guidance notes reflect provisions in a number of draft Statutory Instruments that have been published - in particular, the draft Companies, Limited Liability Partnerships and Partnerships ( Amendment etc.) (EU Exit) Regulations 2019, European Economic Interest Grouping ( Amendment) (EU Exit) Regulations 2018 and European Public Limited-Liability Company ( Amendment etc.) EU Exit Regulations 2018.
If there is a no deal Brexit, there will be a number of UK Company law consequences as the new guidance notes make clear. These include:-
1. It will no longer be possible to register in the UK so-called European public limited liability companies , known as "Societas Europaea" (SEs) , or European Economic Interest Groupings (EEIGs). Any SE or EEIG already registered in the UK on "exit day" ( currently 29th March 2019 at 11pm UK time) will automatically be converted into a "UK Societas" or a "United Kingdom Economic Interest Grouping" (UKEIG) respectively.
2. Any cross- border mergers involving UK companies will need to be completed and registered before exit day.
3. The UK registration and filing requirements for Overseas Companies having "UK establishments" will be aligned as between companies incorporated in a EEA member state and those incorporated elsewhere outside the UK. In general, it seems that the filing requirements will be tightened so that, for instance, companies incorporated in an EEA member state will no longer be entitled to rely on parent company accounts filing exemptions applicable in that EEA member state but will need to file accounts in the UK. Companies House will provide further information closer to exit day.
4. The filing requirements at UK Companies House for a UK company or LLP with EEA corporate officers will change after exit day and in particular the name , registered ( or principal) office address, the legal form and governing law and the register and registration number ( if applicable ) of the EEA corporate officer will need to be provided.
5. Certain UK Companies House forms will be replaced or discontinued in the light of the changes described above.
Though the UK Government is clearly seeking to minimize the disruption to EEA legal entities registered in the UK, it is clear that there will be a number of detailed legal consequences for such entities if there is a no deal Brexit. Persons affected should clearly monitor developments closely.
