UK: BREXIT and companies legislation

Drafts of two statutory instruments have recently been published, the purpose of which is to prepare aspects of the UK's company law framework for the UK's departure from the European Union. These instruments have been made under the European Union (Withdrawal) Act 2018 and, before they are laid before Parliament, will go through the sifting process.

The first is the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018: it can be viewed here (pdf) and the accompanying explanatory memorandum is available here (pdf). These Regulations will provide a temporary framework for any European Public Limited Liability Companies - known as Societas Europaea - that remain registered in the UK on the day the UK leaves the European Union: such companies will be converted into "UK Societas", a new corporate form (albeit one that is not expected to be particularly attractive).

The second is the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2018: it can be viewed here (pdf), with the accompanying explanatory memorandum available here (pdf). The purpose of this instrument is to amend the Companies Act 2006 and secondary legislation made under the Act, as well as revoking certain Regulations. The changes being made are described in the explanatory memorandum as miscellaneous and do not relate to accounting or audit which will be the subject of separate statutory instruments (to be published here and/or here in draft form); their purpose is to deal with the deficiencies in retained EU law (e.g., references to the EU or EEA in the legislation which are no longer appropriate).

Update 1 (7 November 2018): The Companies, Limited Liability Partnerships and Partnerships (Amendment etc) (EU Exit) Regulations have been withdrawn, to be replaced with new Regulations and a new Explanatory Memorandum: see here (pdf) and here (pdf).

Update 2 (7 November 2018): A draft of The Statutory Auditors and Third Country Auditors (Amendment) (EU Exit) Regulations 2018 is now available here, with a draft explanatory memorandum available here (pdf).

Update 3 (7 November 2018): A draft of The Accounts and Reports (Amendment) (EU Exit) Regulations 2018 is now available here, with a draft explanatory memorandum available here (pdf).