The European Public Limited-Liability Company Regulations 2004

Made: 6th September 2004

Laid before Parliament: 13th September 2004

Coming into force: 8th October 2004

The Secretary of State, being a Minister designated for the purposes of section 2(2) of the European Communities Act 1972 in relation to measures relating to the registration, operation and regulation of European public limited liability companies, in exercise of the powers conferred on her by section 2(2) of that Act and of all other powers enabling her in that behalf, hereby makes the following Regulations:

PART 1 — GENERAL

Citation, commencement and extent

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• (1) These Regulations may be cited as the European Public Limited-Liability Company Regulations 2004.

• (2) These Regulations come into force on 8th October 2004.

• (3) These Regulations extend to the whole of the United Kingdom.

EC Directive and EC Regulation

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In these Regulations—

• ...

• “the EC Regulation” means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company ;

and references to numbered Articles are, unless otherwise specified, references to Articles in the EC Regulation.

Interpretation

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• (1) In these Regulations—

• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• the “1996 Act” means the Employment Rights Act 1996 ;

• the “2006 Act” means the Companies Act 2006;

• “the Companies Acts” has the meaning given by section 2 of the 2006 Act;

• “SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation , as it had effect immediately before IP completion day, and, except as provided in these Regulations, means an SE ... registered in the United Kingdom.

• “UK Societas” means an SE on or after IP completion day.

• (2) Except as otherwise provided in these Regulations, words and expressions defined for the purposes of the Companies Acts have the same meaning in these Regulations.

• (3) Except as otherwise provided in these Regulations, words and expressions which are used in the EC Regulation ... have the same meaning as they have in that Regulation....

• (4) Where a word or expression is both defined as mentioned in paragraph (2) and used in the EC Regulation ..., it has the meaning it has in that Regulation ... except as otherwise provided in these Regulations.

PART 2 — REGISTRATION OF UK Societates AND THE REGISTRAR ETC.

The registrar

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The registrar has the functions conferred by this Part in relation to the registration, or the deletion of the registration, of a UK Societas.

Registration of an SE formed by merger in accordance with Article 2(1)

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Registration of the formation of a holding SE in accordance with Article 2(2)

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Registration of the formation of a subsidiary SE in accordance with Article 2(3)

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Registration of an SE by the transformation of a public company in accordance with Article 2(4)

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Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2)

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Registration of an SE on the transfer of its registered office to the United Kingdom in accordance with Article 8

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Certificate of the competent authority under Article 8(8)

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Registration of an SE

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Documents sent to the registrar

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• (1) The registrar shall retain any document delivered to the registrar under any provision of these Regulations or the EC Regulation.

• (1A) Any reference in the 2006 Act to “the register” is to be read as including a reference to—

• (a) the documents required to be retained by the registrar under paragraph (1), and

• (b) records of the information contained in those documents.

• (1B) In the application of the 2006 Act in relation to those documents and records by virtue of paragraph (1A), the provisions specified in Schedule 1A to these Regulations have effect with the modifications specified in relation to each such provision in that Schedule.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application of the 1985 Act to the registration of SEs

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• (1) The provisions of the 2006 Act specified in Schedule 2 to these Regulations shall apply in respect of

• (a) the registration or the deletion of registration of UK Societates under these Regulations and the EC Regulation , including as they had effect at the time of any such registration;

• (b) the functions of the registrar in respect of such registrations or deletions.

Those provisions shall apply under this regulation subject to any limitations or qualifications specified in relation to each such provision in that Schedule.

• (2) This regulation does not affect the application of provisions of the 2006 Act in respect of the matters referred to in paragraph (1)(a) or (b) otherwise than by virtue of this regulation.

False statements in documents sent to the registrar or the Secretary of State

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Any person who makes a false statement:

• (a) in any application for registration delivered to the registrar under ... regulation 85,

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) in any document required to be delivered with such an application, or

• (d) in any other document required to be delivered to the registrar under these Regulations,

which he knows to be false or does not believe to be true is liable, on conviction on indictment to imprisonment not exceeding two years, or to a fine, or to both, and on summary conviction to imprisonment not exceeding three months, or to a fine not exceeding the statutory maximum or to both.

PART 3 — EMPLOYEE INVOLVEMENT

CHAPTER 1 — INTERPRETATION OF PART 3

Interpretation of Part 3

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CHAPTER 2 — PARTICIPATING COMPANIES AND THE SPECIAL NEGOTIATING BODY

Circumstances in which certain provisions of Part 3 apply

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Duty on participating company to provide information

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Complaint of failure to provide information

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Function of the special negotiating body

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Composition of the special negotiating body

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Complaint about establishment of special negotiating body

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CHAPTER 3 — ELECTION OR APPOINTMENT OF UK MEMBERS OF THE SPECIAL NEGOTIATING BODY

Ballot arrangements

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Conduct of the ballot

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Appointment of UK members by a consultative committee

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Representation of employees

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CHAPTER 4 — NEGOTIATION OF THE EMPLOYEE INVOLVEMENT AGREEMENT

Negotiations to reach an employee involvement agreement

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The employee involvement agreement

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Decisions of the special negotiating body

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Decision not to open or to terminate negotiations

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Complaint about decisions of special negotiating body

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CHAPTER 5 — STANDARD RULES ON EMPLOYEE INVOLVEMENT

Standard rules on employee involvement

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CHAPTER 6 — COMPLIANCE AND ENFORCEMENT

Disputes about operation of an employee involvement agreement or the standard rules on employee involvement

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Penalties

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Misuse of procedures

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Exclusivity of remedy

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CHAPTER 7 — CONFIDENTIAL INFORMATION

Breach of statutory duty

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Withholding of information by the competent organ

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CHAPTER 8 — PROTECTION FOR MEMBERS OF SPECIAL NEGOTIATING BODY, ETC.

Right to time off for members of special negotiating body, etc.

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Right to remuneration for time off under regulation 39

40

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Right to time off: complaints to tribunals

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Unfair dismissal

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Subsidiary provisions relating to unfair dismissal

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Detriment

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Detriment: enforcement and subsidiary provisions

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Conciliation

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CHAPTER 9 — MISCELLANEOUS

CAC proceedings

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Appeal Tribunal: location of certain proceedings under these Regulations

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Appeal Tribunal: appeals from employment tribunals

49

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ACAS

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Restrictions on contracting out: general

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Restrictions on contracting out: Chapter 8 of this Part

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Amendment of the Transnational Information and Consultation of Employees Regulations 1999

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Existing employee involvement rights

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PART 4 — EXERCISE OF MEMBER STATES OPTIONS UNDER THE EC REGULATION

Participation in the formation of an SE by a company formed under the law of a Member State whose head office is not in the Community (Article 2(5))

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Additional forms of publication of transfer proposal (Article 8(2))

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Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7))

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Power of the competent authorities of a Member State to oppose a transfer on public interest grounds (Article 8(14))

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Power of the management or administrative organ of a UK Societas to amend statutes where in conflict with employee involvement arrangements (Article 12(4))

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Where there is a conflict between the arrangements for employee involvement and the existing statutes the management or administrative organ of the UK Societas may amend the statutes to the extent necessary to resolve the conflict without any further decision from the general shareholders meeting.

Power of the competent authorities of a Member State to oppose the participation of a merging company governed by its law on public interest grounds (Article 19)

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Minimum number of members of the management organ (Article 39(4))

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The minimum number of the members of the management organ of a UK Societas is two.

Minimum number of members of the supervisory organ (Article 40(3))

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The minimum number of the members of the supervisory organ of a UK Societas is two.

Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3))

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Each member of the supervisory organ is entitled to require the management organ to provide to that member information of a kind which the supervisory organ needs to exercise supervision in accordance with Article 40(1).

Minimum number of members of an administrative organ (Article 43(2))

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The minimum number of the members of the administrative organ of a UK Societas is two.

Timing of the first general meeting of a UK Societas (Article 54(1))

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The first general meeting of a UK Societas may be held at any time in the 18 months following its incorporation as an SE.

Proportion of shareholders of an SE who may require one or more additional items to be put on the agenda of any general meeting (Article 56)

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The proportion of the shareholders of a UK Societas who may require one or more additional items put on the agenda of any general meeting is to be the holders of at least 5% of the UK Societas's subscribed capital.

SEs subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))

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A UK Societas shall be subject to the provisions of the enactments and rules of law applying to a public company as regards the expression of its capital.

PART 5 — PROVISIONS REQUIRED BY THE EC REGULATION

Publication of terms of transfer, formation and conversion (Articles 8(2), 32(3) and 37(5))

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Publication of completion of merger (Article 28)

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Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3))

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Publication of other documents or information (Articles ... 59(3) and 65)

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• (1) Where, under the Articles of the EC Regulation listed in paragraph (2), the occurrence of an event is required to be publicised, the registrar shall cause to be published in the Gazette notice of receipt of the particulars of that event described in those Articles.

• (2) The Articles referred to in paragraph (1) above are:

• Article 59(3)

• Article 65.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Protection of creditors and others on a transfer (Article 8(7))

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Power of Secretary of State where an SE no longer complies with the requirements of Article 7

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Review of decisions of a competent authority (Articles 8(14) and 19)

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PART 6 — PROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION

Competent authorities

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The competent authorities designated under Article 68(2) are—

• (a) in respect of Articles 54 and 55, the Secretary of State;

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Enforcement of obligation to amend Statutes in conflict with Arrangements for Employee Involvement

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• (1) If it appears to the Secretary of State that—

• (a) the statutes of a UK Societas are in conflict with the arrangements for employee involvement determined in accordance with the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 or, as the case may be, the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009; and

• (b) the statutes have not, to the necessary extent, been amended she may direct the UK Societas to amend the statutes to that extent within such period as she may specify in the direction.

• (2) A direction under this regulation is enforceable on the application of the Secretary of State—

• (a) in respect of a UK Societas with its registered office in England and Wales, to the High Court in England and Wales by injunction; ...

• (b) in respect of a UK Societas with its registered office in Scotland, to the Court of Session by an order under section 45 of the Court of Session Act 1988.

• (c) in respect of a UK Societas with its registered office in Northern Ireland, to the High Court in Northern Ireland by injunction.

Records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before IP completion day

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• (1) Where the registration of an SE is deleted under regulation 12A(5) following a transfer of its registered office to another Member State, the records of that SE kept by the registrar must continue to be kept by her for a period of twenty years following such a deletion.

• (2) Where the registration of an SE is deleted, the application and documents delivered to the registrar under regulation 11 of these Regulations, as they had effect at the time of delivery, together with a copy of the certificate issued under Article 8(8) of the EC Regulation, as it had effect at the time of issue, shall be deemed to be documents to be retained by the registrar under regulation 13 and the provisions of these Regulations apply accordingly.

Application of enactments to members of supervisory, management and administrative organs

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• (1) This regulation applies to enactments relating to public companies to the extent that they are required, by the EC Regulation, in the manner described in paragraph 2, to be applied in relation to UK Societates.

• (2) Enactments are required to be applied for the purposes of paragraph (1) where—

• (a) any provision of the EC Regulation, other than Article 9, requires the application of any enactment relating to public companies to determine any question or matter; or

• (b) in the case of any matter not regulated by the EC Regulation or, where matters are partly regulated by it, of those aspects not covered by it, Article 9 requires the application of any enactment relating to public companies.

• (3) Subject to paragraphs (4), (5) and (6) references to “directors” or “board of directors” in any enactment to which this regulation applies shall have effect as if they were references—

• (a) in a one-tier system, to the members of the administrative organ; and

• (b) in a two-tier system, to the members of the supervisory and management organs.

• (4) Any enactment so applied in relation to a two-tier system shall be applied separately in respect of the members of the supervisory organ and the members of the management organ in relation to the functions of the organ, and in respect of the acts and omissions of the members of those organs.

• (5) Where, in a two-tier system, any function relates to the management of the UK Societas and, by virtue of Articles 39(1) or 40(1), is a function that cannot be carried out by the supervisory organ, nothing in paragraph (3) has the effect of permitting or requiring the members of the supervisory organ to carry out any such functions.

• (6) Where, by virtue of any provision in the EC Regulation or in the statutes, any transaction or function carried out by the management organ in a two-tier system requires the authorisation of the supervisory organ, nothing in paragraph (3) affects, or removes, the requirement for such authorisation.

Register of members of supervisory organ

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• (1) Every UK Societas which has adopted the form of a two-tier system in its statutes must keep a register of the members of its supervisory organ (“the register of SO members”).

• (2) The register must contain the required particulars (see regulations 80 and 80A) of each of the members of the supervisory organ.

• (3) The register must be kept available for inspection—

• (a) at the UK Societas's registered office, ...

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) The UK Societas must give notice to the registrar—

• (a) of the place at which the register is kept available for inspection, and

• (b) of any change in that place,

unless the register has at all times been kept at the UK Societas's registered office.

• (5) The register must be open to the inspection—

• (a) of any shareholder of the UK Societas without charge, and

• (b) of any other person on payment of a fee of £3.50 for each hour or part of an hour during which the right of inspection is exercised.

• (6) If—

• (a) default is made in complying with paragraph (1), (2) or (3),

• (b) default is made for 14 days in complying with paragraph (4), or

• (c) an inspection required under paragraph (5) is refused,

an offence is committed by the UK Societas and by every officer of the UK Societas who is in default.

For this purpose a person who, by virtue of section 251 of the 2006 Act (shadow directors) as it applies in relation to a UK Societas, is a shadow director of the UK Societas is treated as an officer of the UK Societas.

• (7) A person guilty of an offence under this regulation is liable on summary conviction to a fine not exceeding level 5 on the standard scale.

• (8) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.

• (9) For the meaning of “the court” in this regulation see section 1156 of the 2006 Act.

• (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Particulars of members to be registered under regulation 79: individuals

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• (1) a UK Societas's register of SO members must contain the following particulars in the case of any member of the supervisory organ who is an individual—

• (a) name and any former name;

• (b) a service address;

• (c) the country or state (or part of the United Kingdom) in which the member is usually resident;

• (d) nationality;

• (e) business occupation (if any);

• (f) date of birth.

• (2) For the purposes of this regulation “name” means a person’s Christian name (or other forename) and surname, except that in the case of—

• (a) a peer, or

• (b) an individual usually known by a title,

the title may be stated instead of the person’s Christian name (or other forename) and surname or in addition to either or both of them.

• (3) For the purposes of this regulation a “former name” means a name by which the individual was formerly known for business purposes.

Where a person is or was formerly known by more than one such name, each of them must be stated.

• (4) It is not necessary for the register to contain particulars of a former name in the following cases—

• (a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of, or succession to, the title;

• (b) in the case of any person, where the former name—

• (i) was changed or disused before the person attained the age of 16 years, or

• (ii) has been changed or disused for 20 years or more.

• (5) A person’s service address may be stated to be “The UK Societas's registered office”.

• (6) For the meaning of “service address” see section 1141 of the 2006 Act.

The SE as a body corporate

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• (1) Where—

• (a) any enactment is applied in the manner described in regulation 78(2); or

• (b) any enactment applies to a UK Societas otherwise than in the manner described in regulation 78(2)

and those enactments are expressed to apply to, or in respect of, a body corporate, a UK Societas, ... shall be treated for the purposes of the application of those enactments as if it were a body corporate.

• (2) Nothing in this regulation has the effect of constituting a UK Societas as a body corporate incorporated in, or formed under the law of, the United Kingdom (or any part of the United Kingdom).

Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)

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• (1) Where, under Articles 59(3) and 65, publication by the registrar in the Gazette of the events described in those Articles is required by regulation 71(1)—

• (a) in the case of Article 59(3), notice of the amendments must be delivered to the registrar within 14 days of the adoption of those amendments together with a copy of the amendments;

• (b) in the case of Article 65, notice of the relevant event must be delivered to the registrar by the UK Societas within 14 days of the occurrence of the event.

• (1A) A notice under paragraph (1)(a) or (b) must contain the following particulars—

• (a) the UK Societas's name and registered number; and

• (b) the date on which—

• (i) in the case of a notice under paragraph (1)(a), the amendments came into effect, or

• (ii) in the case of a notice under paragraph (1)(b), the event occurred.

• (2) If default is made in complying with paragraph (1)(a) or (b) the UK Societas is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

Accounting Reference Period and Financial Year of Transferring SE

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• (1) Where a UK Societas had before IP completion day, and while an SE, transferred its registered office to the United Kingdom under Article 8 of the EC Regulation, as it had effect at the time of that transfer, that UK Societas's—

• (a) ... first accounting reference period, for the purposes of section 391 of the 2006 Act, is the period of twelve months beginning with its last balance sheet date before the registration of the transfer and the date on which that period ends is its accounting reference date for those purposes; and

• (b) ... first financial year for the purposes of section 390 of the 2006 Act begins with the first day of its first accounting reference period and ends with the last day of that period or such other date, not more than seven days before or after the end of that period as the UK Societas may determine.

• (2) For purposes of this regulation “the last balance sheet date” is the date as at which the balance sheet of the UK Societas was required to be drawn up under the provisions of the law of the Member State in which it had its registered office, where the balance sheet was the last one required to be drawn up before the registration of the transfer in the United Kingdom.

• (3) Where the UK Societas has not been required to draw up a balance sheet under the provisions of the law of the Member State where it had its registered office, or, if different, of the Member State where it was first registered, before the registration of the transfer in the United Kingdom, its accounting reference date for the purposes of section 391 of the 2006 Act is the last day of the month in which the anniversary of its registration on formation falls and its first accounting reference period is the period beginning with its date of registration on formation and ending with its accounting reference date; and paragraph (1)(b) above applies in respect of its first financial year accordingly.

Penalties for Breach of Article 11 (use of SE in name)

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PART 7 — PROVISIONS RELATING TO THE CONVERSION OF UK SOCIETATES TO A PUBLIC COMPANY IN ACCORDANCE WITH ARTICLE 66 OF THE EC REGULATION

Registration of a public company by the conversion of a UK Societas

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• (1) Where it is proposed to convert a UK Societas to a public company in accordance with Article 66, there must be delivered to the registrar an application for registration together with—

• (a) a copy of the report drawn up in accordance with Article 66(3);

• (b) a copy of every experts’ certificate in accordance with Article 66(5);

• (c) a copy of the proposed articles of association of the proposed public company;

• (d) a copy of the resolution approving the conversion of the converting UK Societas into a public company in accordance with Article 66(6); and

• (e) a statement of compliance (see regulation 85A).

• (2) The application must contain the following particulars—

• (a) the converting UK Societas's name and registered number;

• (b) the proposed name of the public company;

• (c) in cases where a duty arises under section 56 of the 2006 Act to seek the view of a specified government department or other body regarding the proposed name of the public company, a statement that such a request has been made and a copy any response received; ...

• (d) the proposed registered office address of the public company and whether that office is to be situated in England and Wales (or Wales), in Scotland or in Northern Ireland; and

• (e) a statement of initial significant control (see section 12A of the 2006 Act).

• (3) The application must also contain the following particulars in respect of the persons who are to be the first directors of the public company—

• (a) in the case of an individual, the particulars specified in section 167J of the 2006 Act and the director’s usual residential address;

• (b) in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 167K of the 2006 Act.

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) Any notification of the proposed directors of a converting UK Societas must also contain—

• (a) an indication, where applicable, that an application is being made, or has been granted, for an exemption to the disclosure of a usual residential address under section 243 of the 2006 Act; and

• (b) a statement that each of the persons named as a proposed director has consented to act as a director of the proposed public company.

• (6) The application must also contain the following particulars in respect of the person who is (or persons who are) to be the first secretary (or joint secretaries) of the public company—

• (a) in the case of an individual, the particulars specified in section 279J of the 2006 Act,

• (b) in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in sections 279K and 279L of the 2006 Act, and

• (c) a statement that each of the persons has consented to act as a secretary of the proposed public company,

save that, if all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (8) The application must contain a statement of capital in respect of the converting UK Societas.

• (9) For the purpose of paragraph (8), a statement of capital means a statement of—

• (a) the total number of shares of the converting UK Societas;

• (b) the aggregate nominal value of those shares; ...

• (ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium); and

• (c) for each class of shares—

• (i) particulars of the rights attached to the shares,

• (ii) the total number of shares of that class, and

• (iii) the aggregate nominal value of shares of that class; ...

• (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (10) For the purpose of paragraph (9)(c)(i), the particulars are—

• (a) particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;

• (b) particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;

• (c) particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and

• (d) whether the shares are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder.

• (11) The application must also contain a statement of the dates on which—

• (a) the converting UK Societas was registered as an SE;

• (b) the report was drawn up in accordance with Article 66(3);

• (c) the experts’ certificates were drawn up in accordance with Article 66(5); and

• (d) the approval of the conversion took place in accordance with Article 66(6).

• (12) In this Part the UK Societas is referred to as the “converting UK Societas”.

Publication of draft terms of conversion

86

• (1) Where under Article 66(4) draft terms of conversion are required to be publicised there shall be delivered to the registrar a notice, together with a copy of the draft terms, and the registrar shall cause to be published in the Gazette notice of the receipt by her of the copy of the draft terms.

• (2) A notice under paragraph (1) must contain the following particulars—

• (a) the UK Societas's name and registered number; and

• (b) the proposed name of the public company.

Registration under the 1985 Act

87

• (1) As from the date on which the application for registration is delivered to the registrar under regulation 85, section 14 of the 2006 Act (registration) shall apply in relation to the documents delivered with the application for registration as if—

• (a) they have been delivered under section 9 of that Act (registration documents), and

• (b) the requirements of that Act in respect of registration had been complied with.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) On registration of the documents referred to in paragraph (1) the registrar shall give a certificate—

• (a) that the converting UK Societas is incorporated and retains the legal personality it had when a UK Societas;

• (b) that those documents are registered under the 2006 Act; and

• (c) that it is a public company limited by shares.

• (4) The certificate is conclusive evidence—

• (a) that the requirements of the 2006 Act in respect of registration ... have been complied with, and

• (b) that on and after the registration the converting UK Societas is a public company limited by shares.

Effect of registration

88

• (1) In its application to a converting UK Societas on or after registration the Companies Acts shall have effect with the modifications set out in paragraphs 2 to 9 of Schedule 4 to these Regulations.

• (2) On and after registration a converting UK Societas shall be known by the name contained in the certificate given under regulation 87(3) (subject to any change of name by the converting UK Societas).

• (3) The persons named in the application for registration shall be deemed to have been appointed as the first directors or secretaries of a converting UK Societas on registration.

Records of a converting SE

89

The records of a converting UK Societas, when the converting UK Societas has been registered as a public company limited by shares under the provisions of this Part, relating to any period before its registration as a public company shall be treated for the purposes of the Companies Acts as if they were records of that public company.

SCHEDULE 1

SCHEDULE 2 — Provisions of the 2006 Act applying to the registration of UK Societates

SCHEDULE 3 — STANDARD RULES ON EMPLOYEE INVOLVEMENT

Part 1: Composition of the representative body

• (1) The management of the SE shall arrange for the establishment of a representative body in accordance with the following provisions-

• (a) the representative body shall be composed of employees of the SE and its subsidiaries and establishments;

• (b) the representative body shall be composed of one member for each 10% of fraction thereof of employees of the SE, its subsidiaries and establishments employed for the time being in each Member State;

• (c) the members of the representative body shall be elected or appointed by the members of the special negotiating body; and

• (d) the election or appointment shall be carried out by whatever method the special negotiating body decides.

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 2: Standard rules for information and consultation

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 3: Standard rules for participation

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 4 — Modifications of the Companies Acts etc

Modifications applying before registration

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Modifications applying on or after registration

2

A reference to a company’s incorporation shall be construed as a reference to the registration of the documents delivered with the application for registration under regulation 85.

3

A reference to documents delivered under the 2006 Act shall be taken to include a reference to documents delivered under regulation 85.

4

• (1) A reference to a company’s certificate of incorporation shall be construed as a reference to the certificate given under regulation 87(3).

• (2) A requirement for the registrar of companies to issue a certificate of incorporation to a company shall—

• (a) be construed as a requirement to issue a certificate of registration similar to the certificate under regulation 87(3), and

• (b) apply with such other modifications as the registrar considers necessary in consequence of paragraph (a).

5

The converting UK Societas is treated as if it had been formed (as well as registered) under the 2006 Act.

Effect of registration

6

Section 16 of the 2006 Act (effect of registration) shall not apply.

7

Section 112(1) of the 2006 Act (definition of “member”) shall not apply.

Use of “limited”

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificate as to share capital

9

The following provisions shall not apply—

• (a) section 761 of the 2006 Act (public company share capital requirements), ...

• (b) section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under section 761 of the 2006 Act).

• (c) Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986).

Fees

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Accounting Reference Date

11

No modification made under this Schedule shall affect the determination of the accounting reference date of a converting UK Societas by the application of section 391(4) of the 2006 Act, by virtue of Article 61 of the EC Regulation, or of regulation 83 prior to the registration of the converting UK Societas under regulation 87.

Signed

Gerry Sutcliffe, — Parliamentary Under Secretary of State for Employment Relations, Competition and Consumers, — Department of Trade and Industry — 2004-09-06

Explanatory note

(This note is not part of the Regulations)

Footnotes

[^f00002]: S.I. 2003/2901.

[^f00003]: 1972 c. 68; as amended by the European Economic Area Act 1989 (c. 40).

[^f00004]: OJ L 294, 10.11.2001, p. 22.

[^f00005]: OJ L 294, 10.11.2001, p. 1.

[^f00006]: 1985 c. 6.

[^f00007]: 1996 c. 18.

[^f00008]: Section 43A of the 1996 Act was inserted by the Public Interest Disclosure Act 1998 (c. 23), section 1.

[^f00009]: Section 105 has been amended on a number of occasions to specify additional circumstances in which an employee dismissed by reason of redundancy is to be regarded as unfairly dismissed.

[^f00010]: Section 108(1) was amended by S.I. 1999/1436, Article 3.

[^f00011]: Section 108(3) has been amended on a number of occasions to specify additional cases in which no qualifying period of employment is required.

[^f00012]: Section 109(2) has been amended on a number of occasions to specify additional cases where the upper age limit does not apply.

[^f00013]: 1996 c. 17. Section 18(1) has been amended on a number of occasions to specify additional proceedings and claims to which the section applies.

[^f00014]: Section 21(1) has been amended on a number of occasions to specify additional proceedings and claims to which the section applies.

[^f00015]: 1990 c. 41.

[^f00016]: 1986 c. 45.

[^f00017]: 1988 c. 36.

1 Section 704(5), (7) and (8) (registrar).

2 Section 705 (registered numbers) applies in relation to SEs as it applies in relation to companies, as if it referred to the allocation of a number to an SE.

3 Sections 706, 707A and 707B (documents delivered to the registrar etc.) apply to documents delivered to the registrar under these Regulations as they apply to documents etc. delivered to the registrar under the 1985 Act.

4 Section 713 (enforcement of duty to make returns) applies to a default in complying with any provision of these Regulations requiring the delivery of documents, or the giving of notice, to the registrar as it applies to a default in complying with a provision of the 1985 Act.

• (1) The management of the SE shall arrange for the establishment of a representative body in accordance with the following provisions-

• (a) the representative body shall be composed of employees of the SE and its subsidiaries and establishments;

• (b) the representative body shall be composed of one member for each 10% of fraction thereof of employees of the SE, its subsidiaries and establishments employed for the time being in each Member State;

• (c) the members of the representative body shall be elected or appointed by the members of the special negotiating body; and

• (d) the election or appointment shall be carried out by whatever method the special negotiating body decides.

Modifications applying on or after registration

Effect of registration

Editorial notes

[^c5399231]: S.I. 2003/2901.

[^c5399241]: 1972 c. 68; as amended by the European Economic Area Act 1989 (c. 40).

[^c5399261]: OJ L 294, 10.11.2001, p. 1.

[^c5399281]: 1996 c. 18.

[^key-a325bbed27a45e49d468167bad23564f]: Words in reg. 3(1) inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(2)(a) (with arts. 6, 11, 12)

[^key-8e1d99c069061573364e234d8fafb8a6]: Words in reg. 3(2) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(2)(b) (with arts. 6, 11, 12)

[^key-94abe2e329e205d265aa5291ac1b99dc]: Words in reg. 3(4) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(2)(c) (with arts. 6, 11, 12)

[^key-f5086cb86ea034a2672fa2e997d6ad21]: Words in reg. 83(1)(a) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(6)(a) (with arts. 6, 11, 12)

[^key-ef2234ffd260386cc3dba1cbf2c7cdd3]: Words in reg. 83(3) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(6)(a) (with arts. 6, 11, 12)

[^key-e5ccad97b86d4255f47f56369611a32d]: Words in reg. 83(1)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(6)(b) (with arts. 6, 11, 12)

[^key-4268f7ac7e1219bc4583940c41c14f36]: Words in reg. 88(1) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(7) (with arts. 6, 11, 12)

[^key-ae4c52bd22a9a1b69e740115dd7ee96c]: Words in reg. 89 substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(8) (with arts. 6, 11, 12)

[^key-ba9e6cdd4a3b9d1bae85afcf76133734]: Words in Sch. 4 para. 9(a)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(9)(b) (with arts. 6, 11, 12)

[^key-ec7b5c095d0929f5e25a5a9d4d6b0f31]: Words in Sch. 4 para. 11 substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(9)(c) (with arts. 6, 11, 12)

[^key-a9fc22c15ff4a3a846e3003b4b001b60]: Instrument extended (1.10.2009) by Companies Act 2006 (c. 46), ss. 1285(1), 1300(2); S.I. 2008/2860, art. 3(z) (with arts. 7, 8, Sch. 2 para. 1)

[^key-4531df50e81de768085901e11a478731]: Pt. 3 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 17 (with reg. 2)

[^key-53539a29196415080c50a7f09847c142]: Reg. 13A inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 15 (with regs. 2, 15(2))

[^key-390aa5e2fcd9079bef74368b452b4664]: Reg. 14 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(5) (with reg. 2)

[^key-9407573c3d891a811140881c94b47e9a]: Regs. 79-80E substituted for regs. 79, 80 (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 28 (with reg. 2, Sch. 2)

[^key-de88610fb1d7c9f53c20ccc5d7209219]: Reg. 87 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(6) (with reg. 2)

[^key-d0b61e3bb03433309d4788e4314080f5]: Sch. 3 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 39 (with reg. 2)

[^key-9fae9a806561400839c3a90cd619a063]: Sch. 1A inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 37 (with reg. 2)

[^key-d0e1ab2e782067fb37ec6ab0260b7e6d]: Sch. 2 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 38 (with reg. 2)

[^key-4ad7beb4d1141688c6dca4858d582157]: Sch. 4 para. 5 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(5) (with reg. 2)

[^key-7dc2b999d72d4bcbf8f8204308b660ed]: Sch. 4 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(12) (with reg. 2)

[^key-4377a7dcec2a8b9336e1525fd5de0a66]: Words in reg. 1(3) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 4 (with reg. 2)

[^key-4e0504990a4129c385b715f8a136b402]: Words in reg. 3(1) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 5(a) (with reg. 2)

[^key-62cde1cbcdfb0fe764b86117174f26e3]: Words in reg. 3(1) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 5(b) (with reg. 2)

[^key-63b1f94f3c920a3dcc08d1b3a5662e8b]: Words in reg. 3(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 5(c) (with reg. 2)

[^key-26ef7723ba99316882ac135a3ea117ea]: Words in reg. 3(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 5(d) (with reg. 2)

[^key-fa7276e8bf6c705cdaa71025037f18d2]: Reg. 14 renumbered as reg. 14(1) (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(2) (with reg. 2)

[^key-813c3a9e3fdb06255cad6d6b06dacad5]: Words in reg. 14(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(3) (with reg. 2)

[^key-ad6cf9370176da58347847360eaf464c]: Reg. 14(2) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(4) (with reg. 2)

[^key-06aad01f2c37cea1d2d8068abecce9a0]: Reg. 60 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 19 (with reg. 2)

[^key-5d0ac72c7e3f5d9379f44fdf92c3b89a]: Words in reg. 76(1)(a) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 27(2) (with reg. 2)

[^key-cd258e067e2e92ffedaa79fba53822ae]: Words in reg. 76(2)(a) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 27(3)(a) (with reg. 2)

[^key-4fe925ff6922fd5f4fecc02a76a4c701]: Word in reg. 76(2)(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 27(3)(b) (with reg. 2)

[^key-5ca4fef94932cf942846859bd7722263]: Reg. 76(2)(c) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 27(3)(c) (with reg. 2)

[^key-56ece61a018f19642dc58dfb9f47af4a]: Words in reg. 81(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 29(b) (with reg. 2)

[^key-f63260a29b9e5c4be0b701e18fbb88f3]: Words in reg. 83(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 31(2)(a) (with reg. 2)

[^key-1ca787e1f48ca3654af7dd8aa2e17043]: Words in reg. 83(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 31(2)(b) (with reg. 2)

[^key-84aaf3a6d5e7a75864e6dd66bd472474]: Words in reg. 83(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 31(3) (with reg. 2)

[^key-8fd878d1121156d3b54cd5d9fb02417b]: Words in reg. 83(3) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 31(4)(a) (with reg. 2)

[^key-9ba888ca276c22355fe4a2f487a0316a]: Words in reg. 83(3) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 31(4)(b) (with reg. 2)

[^key-3b81d514ab4bf0f8b01b921759c3af11]: Reg. 87(2) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(3) (with reg. 2)

[^key-f803edd9248a4ec7ca207d6472e42bac]: Words in reg. 87(3) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(4)(a) (with reg. 2)

[^key-35c6e927d1b139663a7674ec37291408]: Reg. 87(3)(b) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(4)(b) (with reg. 2)

[^key-79f481cf0d9fe60d8be68b7dd4bda1d3]: Words in reg. 87(4)(a) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(5)(a) (with reg. 2)

[^key-c829d96ae5fb0eba599183285647e2a8]: Words in reg. 87(4)(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(5)(b) (with reg. 2)

[^key-e2430e9abe74608786f2f632cf0421ed]: Words in reg. 88(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(2) (with reg. 2)

[^key-bd325128324cad2b494a7c6be4d18e42]: Words in reg. 88(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(3)(a) (with reg. 2)

[^key-e7e4440a6290a6d010bf07377347a5ea]: Words in reg. 88(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(3)(b) (with reg. 2)

[^key-65463306758b0b0d9d02f80f58809364]: Sch. 4 para. 1 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(2) (with reg. 2)

[^key-e3ff278a3a1046b5ad0c72ccd6ef569e]: Words in Sch. 4 para. 3 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(4) (with reg. 2)

[^key-fced5b6c2fe7b0d48a52461c91f12a7e]: Words in Sch. 4 para. 6 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(6) (with reg. 2)

[^key-ed6cce5236cc1594d4586027a2a94fb7]: Words in Sch. 4 para. 7 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(7) (with reg. 2)

[^key-1320459d712d14148d984a3e62ffcc35]: Sch. 4 para. 8 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(8) (with reg. 2)

[^key-6fe08b881fa49568c02097c1712c8cf4]: Words in Sch. 4 para. 9 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(a) (with reg. 2)

[^key-17388a20d4d50d8fb3a6259bc0381b97]: Word in Sch. 4 para. 9(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(b) (with reg. 2)

[^key-b0f7a5969e6ad9bc429f715e9c2b0692]: Sch. 4 para. 9(c) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(c) (with reg. 2)