This article indicates what few changes in company law there will be for private or overseas companies on 31 October 2019 under current legislation. This is what will happen if the UK leaves the EU with no withdrawal agreement.

Read on if you are an owner or manager of a private company incorporated in England and Wales or if you are an overseas company incorporated in the EEA (EEA overseas company).

What are the changes for private and overseas companies?

Here is a summary. There are similar provisions for LLPs:

Company administration

  • EEA overseas company - removal of reduced requirements as to information filings, and disclosures in business communications and websites and names (as compared with a non-EEA overseas company). Three months to address the changes.
  • EEA overseas company that is a director or secretary of a UK company - removal of reduced filing requirements (as compared with a non-EEA corporate officer). Three months to supply the additional information.
  • Political parties and expenditure - removal of references to the EU, so the requirements for shareholder authorisation will only apply to UK elections and referendums.
  • No more EU cross-border mergers involving a UK company - revocation of the EU cross-border mergers regime.

For more information, click here: The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/348) Explanatory Memorandum 

Accounts

  • EEA overseas company - removal of the reduced requirements (as compared with other overseas companies) as to the production, audit and filing of their accounts.
  • Reduced scope of these exemptions from producing accounts. They will only be available to UK subsidiaries of certain UK parents:
    • accounts for a dormant UK subsidiary of an EEA parent;
    • group accounts for an intermediate UK parent company with an immediate EEA parent.

These accounting changes apply for financial years beginning on or after 31 October 2019.

For more information, click here: The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (SI 2019/145) Explanatory Memorandum 

  • Reduced scope of the exemption from audit for a UK subsidiary of an EEA parent. This will only be available to a UK subsidiary of a UK parent.

Draft SI The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 Explanatory Memorandum.

Action points

Companies incorporated in the UK and EEA overseas companies will need to address the above noted changes, where relevant to them.

A UK company should also seek local law advice as to the effect of its connections with any of the remaining EU Member States (EU-27); for example if the company has an established place of business in any of the EU-27.

UK LLPs would have similar work to do.