Restructuring Business 2021 UK Guidance

by
CompaniesUK Post-Exit Guidance Notes [2020]

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. For example, there may be different 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 by 31 March 2021. 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 by 2021. These mergers must be completed before 1 January 2021. 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 should make sure they’re able to complete the process before 1 January 2021. If transfers are not completed by then, any 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 until 31 March 2021 to provide the necessary documents.

More information

Published 8 August 2019