‘Implications for reporting for UK companies that are subsidiaries or branches of overseas incorporated entities’ as a result of Brexit

Although many UK companies are not affected by the UK leaving the EU as far as reporting to Companies House is concerned, there are a number of specific entities that have to make some compliance changes including in some instances, changes to the information that been filed prior to the 31^st December 2020.

What type of companies are affected?

From the 1st January 2021, businesses may need to change their company registration if it is one of the following types of entity:

A European entity formed under EU law which would be one of the following:

European public limited liability companies, known as ‘Societas Europaea’ (SEs)
European economic interest groupings (EEIGs)
A UK company with a corporate officer who is resident in the EEA
A UK company involved in a cross-border merger
An EEA company – typically a subsidiary of another company based within the EEA

SEs and EEIGs that have not made alternative arrangements before 1 January 2021 will be automatically converted into new UK corporate structures which means they will still have a clear legal status from the 1st January 2021.

London Corporate can help companies to make alternative arrangements such as conversion to a UK public limited company in the case of a Societas Europaea if it meets certain criteria. SEs and EEIGs can also move their place of registration from the UK to another EU member state. However, it is important to note that from the 1st January 2021, no SEs can be formed in, or transferred in or out of the UK.

For UK branches of SEs registered in an EU member state, they will also have to comply with the Overseas Company Regulations from the 1st January 2021.

European economic interest groupings (EEIGs)

Any EEIG previously registered in the UK before the 1st January 2021 is automatically converted to a United Kingdom economic interest grouping (UKEIG) unless remedial actions were taken before this date. For example, if an EEIG chooses to move their place of registration to an EU member state, it will have had to do this before the 1st January 2021.

UK companies with EEA corporate officers

From the 1st January 2021, the filing requirements for a UK company or Limited Liability Partnership with EEA corporate officers i.e. a company acting as an officer of the UK company is changing. For each and every EEA corporate officer, it is necessary to provide the following information:

Name of the corporate officer
Registered (or principal) office address
Legal form and its governing law
Register and registration number (if applicable)

These changes affect a company or LLP which has a UK registered limited company as a corporate officer.

UK companies involved in cross border mergers

From the 1st January 2021, the way that cross border mergers can be facilitated is changing and several structural options are no longer available from this date. London Corporate can provide more information regarding the options through its legal partners.

EEA companies