What's Next For Local Firms After Brexit?

The UK formally left the UK on 31 January 2020. Under the terms of the withdrawal agreement, a transition period is now in effect until 31 December 2020.

While market access will continue on usual terms for this time, local businesses require guidance on their next steps, with some potentially having to change their registration status by 01 January 2020.

Northern Ireland Business Info has published details on everything you need to know if you're a local business owner.

Currently, to give businesses and citizens clarity, common rules will remain in place until 31 December 2020. This means businesses will be able to trade on the same terms as now.

From 01 January 2021, however, your business may need to change its company registration if it's a:

• European entity formed under EU law

• UK company with an EEA corporate officer

• UK company involved in a cross border merger

• EEA company.

European entities formed under EU law

Also from that date, some European entities formed under EU law will no longer be able to be registered in the UK. These entities are:

• European public limited liability companies, known as 'societas Europaea' (SEs)

• European economic interest groupings (EEIGs).

SEs and EEIGs that have not made alternative arrangements before 01 January 2021 will be automatically converted into new UK corporate structures. This means they will still have a clear legal status from 01 January 2021.

Making arrangements before 01 January 2021

SEs and EEIGs registered in the UK can make alternative arrangements before 01 January 2021.

For example, an SE can convert to a UK public limited company (PLC) if it has:

• been registered for at least two years

• had two sets of annual accounts approved.

SEs and EEIGs can also move their seat of registration from the UK to another EU member state.

These arrangements must also be completed before 01 January 2021.

Societas Europaea (SEs)

Any SE still registered in the UK from 01 January 2021 will be automatically converted to a 'UK Societas'. It can remain as a 'UK Societas', be wound up or converted to a PLC.

From 01 January 2021, no SEs can be formed in, or transferred in or out of the UK.

UK branches of SEs registered in an EU member state will have to comply with the Overseas Company Regulations from 01 January 2021.

The legislative changes for SEs can be found in:

• The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

• The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019.

European economic interest groupings (EEIGs)

Any EEIG registered in the UK from 01 January 2021 will be automatically converted to a United Kingdom economic interest grouping (UKEIG).

If an EEIG chooses to move their seat of registration to another EU member state, it must complete this action before 01 January 2021.

The legislative changes for EEIGs can be found online.

UK companies with EEA corporate officers

From 01 January 2021, the filing requirements for a UK company or LLP with EEA corporate officers will change.

They will have to provide the corporate officer's:

• name

• registered (or principal) office address

• legal form and its governing law

• register and registration number (if applicable).

This change will not affect a company or LLP which has a UK registered limited company as a corporate officer.

UK companies involved in cross border mergers

From 01 January 2021, cross border mergers will not be able to take place.

Any cross border mergers involving UK companies must be completed and registered before that date.

EEA companies

After the transition period, the UK will no longer be part of the European Economic Area (EEA). Companies with a UK establishment and whose 'home' country is inside the EEA, will have to report the same information as overseas companies.

You can find more information about this here.

Changes to forms

The UK leaving the EU will mean some Companies House forms will change.

See GOV.UK for guidance about this online.