Changes to Companies House submissions as a result of Brexit

Brexit has brought about numerous changes for all businesses that applied from the end of the transitional period at 11pm on 31 December 2020.

 

There are even a few changes that impact submissions to Companies House and the information held in the statutory books for companies, limited liability partnerships (LLPs) and other corporate entities.

The details are contained in The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019. The main changes that are relevant to the statutory registers and submissions to Companies House are detailed below.

 

Changes to statutory registers

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From the end of the transitional period the information that needs to be held in the statutory registers for corporate officers (corporate directors, corporate secretaries and corporate LLP members) has changed.

 

Appoint EEA corporate officer post Brexit

The registers now need to state whether the corporate is a UK registered company (previously this was whether the corporate is a European Economic Area (EEA) registered company); and

  • if a UK registered company its registration number;
  • if not a UK registered company then need the legal form of the corporate office and the law it is governed by – this was previously only needed if not an EEA registered company

Where a company has an existing corporate officer that is a company based in an EEA country other than the UK the relevant register(s) will need to be updated to include the legal form and law governed details.  Companies will have until 31 March 2021 to update their registers.

In addition, companies will need to make submissions to Companies House to notify them of this additional information for existing corporate officers that are EEA registered companies.

Changes to submissions to Companies House

The change in information recorded in the statutory registers means that the information held by Companies House needs to be amended in line with those changes.  Therefore, some of the submissions to Companies House have been changed from 11pm on 31 December 2020.

The submissions to Companies House that have changed are:

  • AP02 Appoint a corporate director
  • AP04 Appoint a corporate secretary
  • LL AP02 Appoint a corporate LLP member
  • CH02 Changes to a corporate director
  • CH04 Changes to a corporate secretary
  • LL CH02 Changes to a corporate LLP member
  • IN01 Company formation
  • LL IN01 LLP formation

The regulations also amend the wording of the rules for when a company is exempt from submitting shareholder details and from maintaining a PSC register. The exemptions currently apply where shares are traded on an EEA regulated market, which includes the UK. This has been amended to shares traded on a UK or EU regulated market.  This means that the confirmation statement has been changed for limited companies where part 3 (Trading status of shares and exemption from keeping a register of people with significant control) needs to be included.

Finally, there are certain reasons that allow a company or LLP to extend its accounting reference date for a second time in five years.  Before Brexit one of these reasons was if the change is to align the accounting reference date with an EEA parent or subsidiary.  This is changed to only allowing such a change when aligning with a UK parent or subsidiary.  This means that the following forms have chnaged:

  • AA01 Change accounting reference date for a company
  • LL AA01 Change accounting reference date for a LLP

Timing of Companies House changes

Companies House has stated that they will they will only accept submissions using the new forms, electronic or paper, for the above from 1 January 2021.

Inform Direct

We have updated Inform Direct so that submissions can be made with the new information on corporate officers.


An earlier version of this article was published on 2 December 2020.


Inform Direct makes it easy to manage companies including officer, PSC and shareholder records


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