Companies House Update – Written contact with new Directors

It has always been the case that as we get nearer to that date, preparations for a no deal scenario would have to be accelerated. We must ensure plans are in place should they need to be relied upon.

In the event of a no deal Brexit, the following changes will come into effect on 29 March 2019.

1.Corporate officers

From exit day, the references to and requirements for ‘EEA’ & ‘Non-EEA’ corporate officers will be modified and replaced by ‘UK registered limited companies’ and ‘Other corporate bodies and firms’:

1. A company or LLP which has a limited company incorporated and registered in the UK as a corporate officer will have to provide that corporate officer’s name, registered or principal office address and its registration number.
2. A company or LLP which has any other entity as a corporate officer will have to provide that corporate officer’s name, registered or principal office address, the legal form of the company or firm and the law by which it is governed and (if applicable) the register in which it is entered and its registration number.

The forms we have identified which are affected by this change are:

• IN01 (company incorporation) /LLIN01 (LLP incorporation) – details of corporate officer appointments
• AP02 (corporate director appointment) / LLAP02 (corporate LLP member appointment)
• AP04 (corporate secretary appointment)
• CH02 (change of corporate director details) / LLCH02 (change of corporate LLP member details)
• CH04 (change of corporate secretary details).

2.Confirmations statement

Minor modification to references to UK regulated markets in sections C1 & C3 of form CS01.

3.Cross-border mergers

Cross-border mergers involving UK companies will no longer be able to take place under the EU Directive 2005/56/EC – cross-border mergers of limited liability companies.

The following forms will become obsolete:

• CB01 – Give notice of a cross border merger involving a UK registered company
• LLCB01 – Give notice of a cross border merger involving a UK limited liability partnership
• UN CB01 – Give notice of a cross border merger involving an unregistered company

4.Overseas companies

As the UK will no longer be part of the EEA, the reporting requirements for overseas companies which open a UK establishment will become the same regardless of whether their ‘home’ country is inside or outside the EEA.

The following forms will be amended to remove distinctions between ‘EEA’ and ‘non EEA’ requirements

• OSIN01 – Register a UK establishment of an overseas company
• OSAP02 – Appoint a corporate director of an overseas company
• OSAP04 – Appoint a corporate secretary of an overseas company
• OSCH04 – Change details of a corporate director of an overseas company
• OSCH06 – Change details of a corporate secretary of an overseas company
• OSNM01 – Give notice of change of name of overseas company as registered in the UK
• OS CH02 – Change the details of an overseas company

The draft regulations (which are still to be debated) and a draft explanatory memorandum setting out the legislative changes for all of the above can be found here: https://www.gov.uk/eu-withdrawal-act-2018-statutory-instruments/the-companies-limited-liability-partnerships-and-partnerships-amendment-etc-eu-exit-regulations-2018

The equivalent forms for SEs and EEIGs will also be changed in the same way as the company and LLP versions, but there are further changes to SE and EEIG forms (detailed below).

5.Societas Europea (SE)

From exit day any SE which is registered in the UK will be automatically converted to a United Kingdom Societas (UK Societas).

It can remain as a UK Societas; it can be wound up or converted to a PLC, but it won’t be allowed to transfer out of the UK. No SEs can be formed, transferred into or outside of or registered in the UK after exit day.

The changes to our forms which we have identified are:

• SE CV01 – Convert a Societas Europaea to a public limited company
• SE AP01 – Appoint a member of a supervisory organ of a Societas Europaea
• SE AP02 – Appoint a corporate member of a supervisory organ of a Societas Europaea
• SE CH01 – Change member’s details of a supervisory organ of a Societas Europaea
• SE CH02 – Change the corporate member’s details of supervisory organ of a Societas Europaea
• SE TM01 – Terminate appointment: member of supervisory organ of a Societas Europaea
• SE AS01 – Amend the statutes of a Societas Europaea
• SE WU01 – Give notice of insolvency event, cessation of payment procedures, decision to continue operating a Societas Europaea
• SE DT03 – Notification of draft terms of conversion of Societas Europaea (SE) to a Public Limited Company (PLC)

• References to Societas Europea will change to United Kingdom Societas
• References to SE will change to UK Societas
• The corporate member sections of SE CV01 and forms SE AP02 and SE CH02 will be amended in the same way as for the forms IN01, AP02, CH02.

The following forms will become obsolete from exit day:

• SE FM01 – Form a Societas Europaea registered in the UK by merger
• SE DT01 – File the draft terms of formation of holding Societas Europaea
• SE SC01 – Give notice of formation of holding Societas Europaea
• SE FM02 – Form a holding Societas Europaea
• SE TR02 – Transfer a Societas Europaea to the UK
• SE TR01 – Propose transfer of Societas Europaea from the UK
• SE SS01 – Make statement of solvency by members of Societas Europaea
• SE TR03 – Transfer a Societas Europaea from the UK
• SE DT02 – File draft terms of conversion of a public limited company to a Societas Europaea
• SE FM04 – Transform a public limited company to a Societas Europaea

The regulations and explanatory memorandum setting out the legislative changes for SEs can be found here: http://www.legislation.gov.uk/uksi/2018/1298/contents/made

6.European Economic Interest Groupings (EEIGs)

From exit day any EEIG which is registered in the UK will be automatically converted to a United Kingdom Economic Interest Grouping (UKEIG).

The changes to our forms which we have identified are:

• References to EEIG will change to UKEIG
• The corporate manager forms EE AP02 and EE CH02 will be amended in the same way as for the AP02 & CH02.
• There will be modifications to forms notifying of a subsidiary to an EEIG

All existing EEIG forms will be amended, apart from the EE FM01, which will become obsolete from exit day.

The forms which will be changing are:

• EEAP01 – Appoint a manager of a European Economic Interest Grouping where the official address is in the UK
• EEAP02 – Appoint a corporate manager of a European Economic Interest Grouping where the official address is in the UK
• EECH01 – Change the details of a manager of a European Economic Interest Grouping where the official address is in the UK
• EECH02 – Change the details of a corporate manager of a European Economic Interest Grouping where the official address is in the UK
• EEFM02 – Register an establishment of a European Economic Interest Grouping (EEIG) whose official address is outside the UK
• EEMP01 – Give notice of documents and particulars filed for an European Economic Interest Grouping
• EEMP02 – Give notice of setting up or closure of an establishment of a European Economic Interest Grouping whose address is outside the UK
• EENM01 – Register an alternative name for a European Economic Interest Grouping (EEIG) whose official address is outside the UK
• EENM02 – Register a change of alternative name for a European Economic Interest Grouping (EEIG) whose official address is outside the UK

The regulations and explanatory memorandum setting out the legislative changes for EEIGs can be found here: http://www.legislation.gov.uk/uksi/2018/1299/contents/made