Brexit: Changing your company registration from 1 January 2021

News article

The UK formally left the EU on 31 January 2020. Find out if your business will need to change its company registration from 1 January 2021, and how to do this

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

Under the terms of the withdrawal agreement between the UK and EU, a transition period starts on 1 February 2020 until 31 December 2020.

During the transition period, the UK will no longer be a member state of the EU. But market access will continue on current terms.

To give businesses and citizens certainty, common rules will remain in place until 31 December 2020. This means businesses will be able to trade on the same terms as now.

What businesses are affected

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

  • European entity formed under EU law
  • UK company with an EEA corporate officer
  • UK company involved in a cross border merger
  • EEA company

European entities formed under EU law

From 1 January 2021, some European entities formed under EU law will no longer be 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 have not made alternative arrangements before 1 January 2021 will be automatically converted into new UK corporate structures. This means they will still have a clear legal status from 1 January 2021.

Making arrangements before 1 January 2021

SEs and EEIGs registered in the UK can make alternative arrangements before 1 January 2021.

For example, an SE can convert to a UK public limited company (PLC) if it has:

  • been registered for at least two years
  • had two sets of annual accounts approved

SEs and EEIGs can also move their seat of registration from the UK to another EU member state.

These arrangements must be completed before 1 January 2021.

Societas Europaea (SEs)

Any SE still registered in the UK from 1 January 2021 will be automatically converted to a ‘UK Societas’. It can remain as a UK Societas, be wound up or converted to a PLC.

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

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

The legislative changes for SEs can be found in:

European economic interest groupings (EEIGs)

Any EEIG registered in the UK from 1 January 2021 will be automatically converted to a United Kingdom economic interest grouping (UKEIG).

If an EEIG chooses to move their seat of registration to another EU member state, it must complete this action before 1 January 2021.

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

From 1 January 2021, the filing requirements for a UK company or LLP with EEA corporate officers will change.

They will 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)

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

UK companies involved in cross border mergers

From 1 January 2021, cross border mergers will not be able to take place.

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

EEA companies

From 1 January 2021, the UK will no longer be part of the European Economic Area (EEA). Companies with a UK establishment and whose ‘home’ country is inside the EEA, will have to report the same information as overseas companies.

You can find more information in the guidance on legislative changes to the Companies Act 2006 as a result of the UK leaving the EU.

Changes to forms

The UK leaving the EU will mean some Companies House forms will change.

See GOV.UK guidance about changes to Companies House forms from 1 January 2021.