Brexit with no deal scenario

Companies House has issued a guidance to prepare UK companies in the event of brexit with no deal scenario. Of course, we are all desire the best deal scenario that is UK would leave EU with a deal. Deal or no deal on Brexit, we all recognize that UK government is moving the country forward independently which is a great move. We have great confidence that UK will roar with deal or no deal. We can do it!

Deal or no deal?

Brexit may have created uncertainty. With deal or no deal, this will soon pass. We, human beings can adapt to changes fairly quickly. If we can adapt then your business can adapt too because you are the one driving your business forward.

Changes affect companies on Brexit

Companies House has issued a guidance for businesses that may require to change its legal status in the event of Brexit with no deal scenario.

At the moment, according to the guidance, businesses that may be affected are as follows.

  • A European entity formed under EU Law
  • A UK company with an EEA corporate officer
  • A UK company involved in a cross border merger
  • A EEA company

The guidance outlined what is going to happen to the businesses fall under the categories mentioned above. Thus, it is worth reading the guidance to find out what you would need to prepare and how you are going to do it on Brexit. In addition, the guidance also outlined what is going to happen if you do nothing about it.

Changes to Companies House forms

Companies House forms will change in the event of Brexit with no deal. For this purpose, Companies House has also issued a guidance on what forms changes on Brexit. For easy reference, the guidance categorized the forms into the following.

  • Corporate officers
  • Societas Europaea (SE)
  • European Economic Interest Grouping (EEIG)
  • Confirmation statement
  • Cross borer mergers
  • Overseas companies
  • Discontinued forms after brexit.

Click here for the guidance on changes to Companies House forms in the event of no deal Brexit. If you have any questions, do not hesitate to contact Companies House or our accountants.

Re-register from private limited company to public limited company

Re-register from a private limited company limited by shares to a public limited company (PLC) with Companies House. Before anything else, your company must pass a special resolution.

Desired name for PLC

Firstly, you must enter your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

Companies House form RR01 and supporting documents

Your company must complete the Companies House form RR01 for your application to re-register your private limited company as a public limited company. Then, send your application form to Companies House.

The application must include the following legal documents.

  • A copy of the special resolution that the company should re-register as a public limited company.
  • A printed copy of the amended articles of association
  • The balance sheet
  • Your auditor’s written statement under section 92(1)(c) of the Companies Act 2006.
  • Your auditor’s unqualified report
  • Copy of the valuation report if recent allotment of shares for a non-cash consideration under Section 93(2) of the Companies Act 2006.
  • Statement of the proposed secretary to be included If your company do not have a secretary.

Your director or company secretary must sign the RR01 form.

Authorized minimum share capital

On one hand, your company must have an authorized and allotted share capital of £50,000 or more. With fully paid premium and a minimum of 25% paid up nominal value for each share.

Company secretary

Generally, a public limited company must have a company secretary. Therefore, you must provide details of your company secretary in your RR01 form. Essentially, person to hold the position as your company secretary must have the required skills and qualifications.

For example, the person to qualify as your company secretary must hold a membership of one of the professional accountancy bodies i.e. The Association of Chartered Certified Accountant ACCA.

You company secretary can be an individual or a corporate body. You must enter your company secretary details in the form RR01.

Statutory fee

Lastly, don’t forget to include a cheque or postal order to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. Write your cheque payable to Companies House.

Re-register from private limited company to unlimited company

Companies House provides the service to re-register a private limited company to unlimited company under the Companies Act 2006.

You must complete the Companies House form RR05 if you would like to re-register your private limited company to an unlimited company. Then, send your application form to Companies House.

Desired company name

First and foremost, you must provide your existing company full name and registration number. Your company name and registration number must match your certificate of incorporation or certificate of change of company name. Subsequently, you enter your desired company full name of re-registered company.

After that, your directors must sign the RR05 form. You may use the additional page if you need to enter more details.

Your application must include the following.

  • The form of assent for re-registration of private limited company as unlimited.
  • A printed copy of the amended articles of association.

The form of assent

Essentially, the form of assent served as evident that all the members of company agree with the proposed re-registration. Accordingly, each member must enter his/her full then sign and date of the form of assent. If in any circumstances, the member is not able to authenticate the form of assent, a person lawfully authorized by the member may authenticate on the member’s behalf.

Companies House fee

Additionally, don’t forget to pay the statutory fee to Companies House for your application to re-register. Otherwise, your application will not be processed without the fee. You may pay by cheque or by postal order. Write your cheque payable to Companies House.

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