Brexit – the post Halloween picture as to the minor changes in company law for private and overseas companies

The timing of these changes

• Deal scenario: if Parliament, post the December 2019 general election, approves the Withdrawal Agreement by enacting the European Union (Withdrawal Agreement) Bill (the Bill), before the new extended exit day of 31 January 2020, then these changes are expected to take place on or by reference to the end of the implementation period under the Bill – initially 31 December 2020 – instead of exit day.
• No deal scenario: if the Bill is not enacted by the new exit day, these changes will take effect on or by reference to that date – 31 January 2020 (unless yet another extension is granted).

In the summary below we refer to “switch over date” as the date on or by reference to which the changes take place, depending on which scenario is relevant.

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?

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 (instead the intermediate company may be able to take advantage of the current exemption that applies to if it has a non-EEA parent – that exemption will apply in future to all non-UK parents).

These accounting changes apply for financial years beginning on or after the switch over date.

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

• Reduced scope of the subsidiaries audit exemption. It will not be available to a UK subsidiary of an EEA parent. It will only be available to a UK subsidiary of a UK parent.

This change comes into force immediately before the switch over date.

For more information, click here: The Statutory Auditors, Third Country Auditors and International Accounting Standards (Amendment) (EU Exit) Regulations 2019 (SI 2019/1392) Explanatory Memorandum

International Accounting Standards

• UK companies which use EU-adopted IAS, will need to use UK-adopted IAS for financial years beginning on or after the switch over date.
• There will be a national framework for endorsement and adoption of IFRS for use in the UK after departure from the EU.

For more information, click here: The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (SI 2019/685) Explanatory Memorandum

Just one thing

This article is based on the Statutory Instruments, the Bill and Government guidance available to us at the time of writing this. The negotiations on the future relationship between the UK and the EU during the implementation period may result in amendments to these anticipated changes. We will be watching the situation closely and will report again if appropriate.

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 will have similar work to do.

For more information on the legal changes arising from Brexit in our other service areas, click here: https://www.lewissilkin.com/Campaigns/BREXIT