At the time of typing, the UK is scheduled to formally complete its long-awaited departure from the European Union (EU) by 31st October 2019, a six-month extension to the Brexit process having been granted by the EU after five hours of talks in Brussels on the evening of 10th April.
Nonetheless, the risk remains of Brexit occurring at the end of October without the UK Parliament having approved any exit deal with the EU at all. Since the run-up to the original intended expiry of the Article 50 period on 29th March, Companies House has been advising firms of the changes of which they need to be aware in the event of a no-deal Brexit.
This much has been made clear in letters issued by Companies House in the name of Director of Operations John-Mark Frost, indicating that overseas companies with a UK or EEA-registered corporate director or secretary will be required to supply further information to the Registrar if a no-deal Brexit does, indeed, come to pass.
What do the letters state?
Mr Frost outlined in his letter to the UK branches of foreign firms, while making clear that such information only applied in the event of a no-deal Brexit instead of a departure from the EU on the basis of a transitional agreement, that “the United Kingdom’s exit from the EU will impact the information that some companies, including yours, will be required to file with Companies House.”
The letter continued that while it remained the Government’s “top priority” to deliver the deal negotiated with the EU that has already been rejected three times by the House of Commons, “as a responsible government we have spent more than two years carrying out extensive preparations for all scenarios, including no deal.”
Mr Frost added that the information required from such companies in the wake of a no-deal Brexit would be aligned with that currently needed on non-EEA corporate officers. Such information that would need to be provided includes the legal form of the corporate officer, as well as the law by which it is governed.
He said that from the date of a UK exit from the EU without a deal, the UK branches of foreign companies would be given three months to supply the above information to Companies House. He also stated that the amended forms enabling such companies to update their corporate officers would be available on the Companies House website on exit day – the relevant forms being OSCH04 for directors and OSCH06 for secretaries.
Changes ‘would not come into effect’ immediately in the case of an agreement-based Brexit
Another important observation made in the letter sent out to companies was that “if a withdrawal agreement is agreed with the EU which includes an implementation period it is expected that the changes set out in this letter would not come into effect until after the end of the implementation period.”
Finally, Mr Frost noted that the legislative changes giving effect to the aforementioned requirements were contained in the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019, detailed at http://www.legislation.gov.uk/id/uksi/2019/348.
Is your organisation in need of the company secretarial support that will enable it to better navigate the challenges of the months and years ahead, whatever transpires with Brexit? If so, London Registrars would be delighted to provide such support, to help to ensure your firm continues to achieve the highest standards of corporate governance and compliance throughout 2019 and beyond.
April 2019