BREXIT and its effect on corporate requirements for UK companies within EEA region

12 January 2021 – With the UK officially leaving the EU, as the transition period ended as of 31 December 2020, there are a number of actions which need to be taken for UK based entities from the beginning of 2021:

• When filing any changes related to EEA corporate officers to the Companies House, the company must provide them with such additional details as registered (or principal) office address, legal form and its’ governing law;
• After exit, companies seeking a merger with another company outside the UK will need to transfer assets and liabilities using contractual arrangements (as happens now between the UK and non-EEA companies).
• Companies with a UK establishment and whose ‘home’ country is inside the EEA, will have to report the same information as overseas companies together with additional details, i.e. location of head office, limited liability status, etc.

Furthermore, it is important to note that such changes have an impact on a minority of European countries that have requirements related to EEA membership, for instance, residency requirements for directors/officers or various requirements for UK owned branches. For example, in Norway, from 1 January 2021, there is an obligation for LLC entities to ensure compliance with residency requirements of directors, i.e. the board of directors, deputy manager and corporate assembly shall be formed from EEA residents only. Also, foreign companies, including UK owned, without a permanent place of business in Norway and registered in the VAT Register must appoint a branch representative resident in Norway. The requirement to start preparing consolidated annual accounts applies to Norwegian companies with subsidiaries, where the parent of the Norwegian company is a UK company.

Along with Norway, similar implications are imposed in Poland, Sweden, Finland and Ireland.