Brexit: corporate governance changes to be aware of - Kuits Solicitors Manchester
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Brexit: corporate governance changes to be aware of

Brexit: corporate governance changes to be aware of

8th January 2021 - Published by Kuits Corporate team

Leading up to 1 January 2021, companies were busy planning and preparing for the impact of Brexit. With a whole host of drastic changes and potential liabilities to think of, the “little things” might have gone unnoticed.

From a corporate governance perspective, one thing that companies might not have prepared for, in the midst of this uncertainty, is changes to Companies House forms and submissions to the registrar.

Where we refer to companies in this article, we also refer to LLPs.

Companies House forms

These changes come about by virtue of ‘The Companies, Limited Liability Partnerships and Partnerships (Amendments etc.) (EU Exit) Regulations 2019 ‘ and, although minor, if left to “slip through the net”, such changes might frustrate companies that inadvertently submit the incorrect filings to Companies House.

To avoid this, we suggest that companies consult the government guidance, which outlines the Companies House forms that have been changed/discontinued since 1 January 2021.

Moreover, we recommend that companies update their databases to best ensure that their Companies House forms are current and up to date.

Accounting reference date (“ARD”)

Generally, companies are only able to extend their ARD once in a 5-year period. There is an exception to this rule so that it can be done more frequently in this timeframe in order to align with a parent company or subsidiary company.

One of the key changes to take effect from 1 January 2021 is that a company can now only rely on that exemption in order to align its ARD with a UK parent/subsidiary. It can no longer rely on the exemption to align with a parent/subsidiary that is registered within the European Economic Area (“EEA”) and not the UK.

Statutory registers

From 1 January 2021, the information that must be contained in the statutory registers of a company in relation to corporate officers, such as corporate directors, corporate secretaries and corporate LLP members, has changed.

Whereas previously compliant registers would state whether the corporate director/shareholder/secretary was registered within the EEA, the registers must now state whether they are a UK registered company, and if:

  • a UK registered company, its registration number must be provided;
  • not a UK registered corporate entity, then the company must state the legal form of its corporate office and the law it is governed by. Such information was previously only needed if not an EEA registered company.

Most notably, where a company has an existing corporate officer that is a company based in an EEA country other than the UK, its registers will need to be updated to include the legal form and governing law details of that officer. The deadline for a company to update its registers in accordance with this is 31 March 2021.

In addition and hereafter, when a UK registered company is to appoint an EEA registered company as its corporate officer, it will, as a matter of course, need to make submissions to Companies House notifying the registrar of this additional information.

Get in touch with a corporate solicitor in Manchester

If you would like some further advice in respect of corporate governance, please do not hesitate to contact Solicitor Sheridan Broude in the Kuits corporate team on 0161 838 8175 or at sheridanbroude@kuits.com.       

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