What are the general company law requirements after Brexit?

19th November 2020

What is changing?

The UK’s departure from the EU has created the need for various aspects of the Companies Act 2006 and Regulations made under that Act which relate to filing requirements and certain company processes, to be updated to reflect the UK’s position outside of the EU.

Who is affected?

The changes will impact only a small number of companies. The changes to filing requirements will only impact UK companies who employ the services of an EEA corporate officer (director or secretary) and EEA registered companies which have registered a UK establishment.

What do companies with an EAA corporate officer need to do?

UK companies which currently have a corporate officer which is a (non-UK) EEA registered limited company will have to provide additional information to Companies House.

What are the changes for EEA companies with a UK establishment?

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 (such as websites, letterheads and order forms).

What is the additional information required by Companies House?

The following information is required:

• 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; and
• The company’s accounting period and period of disclosure (for companies that are required to disclose accounts under their parent law).

What is the additional information required on public facing material?

The following information is required:

• 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; and
• For companies that choose to refer to their share capital, they must do this by reference to paid up capital.

When will these changes come into force?

Companies affected will have three months from exit day to provide Companies House with the additional information required by filling in and sending Companies House the relevant form.