Government publishes Guidance on structuring businesses if there is a “no deal” Brexit

The Guidance essentially covers how cross border business operations and European specific corporate entities would be affected if there is a no-deal Brexit.

The 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; and
  • businesses who have taken the form of a European specific entity

The Guidance advises that companies may wish to seek professional and legal advice relating to the country they are operating in and the specific sector.

The Guidance explains that 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 a EU country may need to comply with different requirements (those which currently apply to non-EU countries) in the country they are operating in, such as 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.

UK companies with a European Economic Area (EEA) corporate appointment and EEA companies registered with Companies House will need to provide some additional information to Companies House within three months of exit day.

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.

UK companies using the EU Cross Border Merger regime should be at an advanced stage of the process if they are to complete mergers before Brexit. These mergers must be completed by exit day.

Societas Europaea and European Economic Interest Groupings who want to transfer out of the UK before Brexit should already be part way through the process if they are to complete transfers before exit day. If transfers are not completed by exit day, those entities still registered in the UK will automatically be converted to a new UK corporate entity.

Societas Europaea registered in the EU with branches or establishments in the UK will have to register these with Companies House. They will have four months after Brexit to provide the necessary documents. To read the Guidance in full, click here.