Search

How can we help?

Icon

Companies Act and Brexit – practical considerations

UK companies need to review the impact of Brexit on their governance arrangements

Governance rules are principally found in the Companies Act 2006 which is part of UK domestic law.  For the most part, leaving the EU will have little impact on the way UK limited companies are required to operate under this Act.  There are, however, some important changes that companies need to know.

The EU cross border merger regime, which enables a UK company to merge with a company from an EEA (European Economic Area) state, will cease to apply from 1 January 2021.

The Accounts and Reports (Amendment) (EU Exit) Regulations 2019 will amend certain accounting rules under the Companies Act 2006.  The definitions of micro, medium and large companies for determining which accounting documents need to be filed at Companies House are changing.  Accounting exemptions may no longer apply to UK companies with an EEA parent.  The ability for a UK company with an EEA parent to file dormant accounts will also be restricted.

The Companies House filing requirements for UK companies with EEA corporate directors or company secretary are also changing. Companies House will require further information for these officers, including how they are legally constituted and confirmation of the law under which they are governed.

The EU cross border merger regime, which enables a UK company to merge with a company from an EEA (European Economic Area) state, will cease to apply from 1 January 2021.

Immediate action points on Companies Act for UK companies 

  • Those UK companies that comprise part of a group, where part of that group sits in the EEA, should take accounting advice to understand the impact of Brexit on the production of group accounts and financial statements
  • Company secretaries, or directors generally, should consider their board composition to identify if any further reporting is required for their overseas corporate officers
  • UK companies should check the beneficial ownership of stakeholders who hold more than 25% of the company where those owners sit in the EEA to ensure all reporting obligations are being complied with.

About this article

Disclaimer
This information is for guidance purposes only and should not be regarded as a substitute for taking legal advice. Please refer to the full General Notices on our website.

About this article

Read, listen and watch our latest insights

art
  • 01 June 2023
  • Employment

Facts employees should know about their personal data

We previously published an article on facts an employer should know about holding personal data, so it is only fair that we also write about the other side of the coin – facts employees should know as individuals whose personal data is held by their employer.

art
  • 01 June 2023
  • Immigration

What is the Immigration Skills Charge (ISC) and how much do you have to pay?

The Immigration Skills Charge (ISC) is a levy on companies who sponsor migrant workers. This levy was imposed on 6 April 2017. The Government states that the charge has been levied to contribute towards addressing the skills gap in the local economy.

art
  • 26 May 2023
  • Employment

Avoiding discrimination in flexible working requests

The right to request flexible working is currently available to employees with at least 26 weeks’ service and is set to be extended further under new Government reforms.

art
  • 25 May 2023
  • Corporate and M&A

Management Buyout – Top 5 things to consider

A management buyout is a financial transaction in which a member of the management team purchases the company from its registered owner. MBO’s usually occur in private companies in an effort to enhance profitability and simplify strategies.

art
  • 25 May 2023
  • Employment

Carer’s Leave Bill set to become law

On 19 May 2023, the Carer’s Leave Bill had its third reading in the House of Lords, and upon receiving Royal Assent, will become law. There is not yet a date for the implementation of this bill, however it is likely that this will happen relatively quickly upon receiving Royal Assent, so is definitely one to keep an eye on.

art
  • 18 May 2023
  • Immigration

Navigating SOC Codes

When it comes to UK immigration, understanding the intricacies of the system is vital. One significant aspect of the process revolves around Standard Occupational Classification (SOC) codes. SOC codes play a crucial role in determining the eligibility for an individual to apply for a work visa, assessing skill levels, and matching individuals to appropriate job roles.