Company Registration UK Post-Deal Guidance

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CompaniesUK Post-Deal Published Guidance
Guidance

Changing your company registration from 1 January 2021

Find out if your business will need to change its company registration following the end of the Brexit transition, and how to do this.

Published 31 January 2020
Last updated 31 December 2020 — see all updates
From:
Companies House

This guidance has been withdrawn

The Brexit transition period has ended and new rules now apply. This page has been withdrawn because it’s out of date.

For current information about what you need to do, read: Guidance for limited companies, partnerships and other company types.

You can also get a personalised list of the other actions you need to take.

Leaving the EU will not affect how most UK companies report information to Companies House.

From 1 January 2021, your business may need to change its company registration if it’s a:

European entities formed under EU law

Some European entities formed under EU law are no longer 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)

SEs and EEIGs that did not make alternative arrangements before 1 January 2021 have been automatically converted into new UK corporate structures. This means they still have a clear legal status from 1 January 2021.

Societas Europaea (SEs)

Any SEs still registered in the UK from 1 January 2021 have been automatically converted to a ‘UK societas’. They can:

  • remain as a UK societas
  • be wound up
  • be converted to a PLC

From 1 January 2021 no SEs can be formed in the UK, or transferred in or out of the UK.

UK branches of SEs registered in an EU member state must now comply with the overseas company regulations.

The legislative changes for SEs can be found in:

European economic interest groupings (EEIGs)

Any EEIGs still registered in the UK from 1 January 2021 have been automatically converted to a UK 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

The filing requirements for a UK company or LLP with EEA corporate officers have changed. They now have to provide the corporate officer’s:

  • name
  • registered (or principal) office address
  • legal form and its governing law
  • register and registration number (if applicable)

UK companies or LLPs that employed an EEA corporate officer before 1 January 2021 will need to provide Companies House with the relevant information. You’ll have 3 months from 1 January 2021 to do this.

You’ll need to change the details of a:

This change does not affect a company or LLP which has a UK registered limited company as a corporate officer.

UK companies and cross border mergers

From 1 January 2021, cross border mergers between a UK company and an EEA company using the EU Cross Border Merger regime will not be able to take place.

Any cross border mergers involving UK companies must have been completed and registered before 1 January 2021.

European Economic Area (EEA) companies

The UK is no longer part of the EEA. This means companies with a registered UK establishment and whose ‘home’ country is inside the EEA, must now report the same information as overseas companies.

EEA companies which have registered a UK establishment will need to provide additional information to Companies House and publish additional information on customer-facing material. From 1 January 2021 this will also include UK branches of SEs registered in an EU member state.

Affected companies will have 3 months from 1 January 2021 to provide Companies House with:

  • information on the law under which the company is incorporated
  • the address of its principal place of business or registered office
  • the company’s purpose (its ‘objects’)
  • the amount of share capital issued
  • the company’s accounting period and period of disclosure (for companies that are required to disclose accounts under their parent law)

On public facing material (such as websites, letterheads and order forms) affected companies must publish:

  • the location of its head office
  • the legal form of the company
  • its limited liability status
  • if applicable, notice that the company is being wound up, or is subject to insolvency or any other analogous proceedings
  • for companies that choose to refer to their share capital on public facing material, they must do this by reference to paid up capital

See our overseas companies guidance and Companies House forms for overseas companies.

Contact us

If you have any queries about these changes, email enquiries@companieshouse.gov.uk

Published 31 January 2020
Last updated 31 December 2020 
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