The Impact of a No Deal Brexit for your UK Company

By Caitlyn Buchanan, 30 April 2019

The UK government has announced various measures that should be taken by UK Companies with non-resident ownerships to prepare for the event of a no deal Brexit. If a transitional agreement is met between the UK and the EU, the following items may not apply. Reaching a deal remains the UK Government’s top priority but extensive preparations have been made for various scenarios, including a no deal outcome.

Corporate Appointments

The Companies House have announced a filing requirement for all UK companies that have corporate appointments including director(s), secretary and shareholder(s) that are not a registered UK Limited Company. In a no deal Brexit situation, these changes would come into effect for new and existing companies on ‘Exit day’ when the UK leaves the EU. After Exit day, UK companies with non-UK corporate appointments will need to provide additional information to the Companies House Registrar.

Confirmation Statement The following additional information will be required in a confirmation statement:

• The legal form of the corporate officer; and
• The law that it is governed by

Person with Significant Control (PSC) Where a company has a corporate shareholder as the PSC this information will need to be updated with the Companies House Registrar separate to a confirmation statement.

If the UK leaves the EU without a deal, UK companies will have three months to provide this additional information. The Companies House is very serious about these requirements and has made it clear that they will be following up with every company after the deadline who has not updated their details. To ensure compliance, companies are encouraged to review their information on the current system and file updates in advance of Brexit. Corporate Officer Amendment forms will be available from the Companies House website.

Implementation Period

In general, companies would have three months from Exit day to file this information, however, if there is a withdrawal agreement that includes an implementation period the changes set out in this article would not come into effect until after the implementation period.

What are the specific Director Requirements for Irish based UK Company Owners?

Unlike other jurisdictions, there is no legal requirement for Irish directors to obtain any kind of bond or special permission to act as the director of a UK company. However, based on the outcome of Brexit negotiations there may a requirement for Irish directors to obtain a visa.

UK Companies who Only Trade with the EU Post Brexit

The HM Revenue and Customs (HMRC) have recommended contingency plans for
UK businesses that only trade in the EU and are registered with HMRC for VAT purposes. They have set out three specific actions that should be taken now to prepare for a no deal Brexit.

1. UK EORI Number – Register for a UK Economic Operator Registration and Identification number (UK EORI numbers begin with BG).
2. Import/ Export Declarations – Determine if the business will use a customs agent or make import and/or export declarations themselves (specialist software required).
3. Safety and Security Declarations – Contact the shipping company or organisation that physically move the company’s goods to determine if additional information is needed to complete the safety and security declarations, or whether the company needs to submit these declarations themselves.

Conclusion, the UK government has made it clear that after Brexit all EU countries will be treated the same as countries outside of the EU. Should you require assistance incorporating a UK limited company, filing corporate appointments or registering for an EORI number as part of your Brexit preparations please don’t hesitate to contact our office on +353 (0)1 6461625 or email formations@companybureau.ie.

Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.