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The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

Type Statutory-Instrument

Publication 2018-12-03

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

Reform history JSON API PDF

Made: 3rd December 2018

Laid before Parliament: 5th December 2018

Coming into force in accordance with regulation 1

The Secretary of State makes these Regulations in exercise of the powers conferred by section 8(1) of the European Union (Withdrawal) Act 2018 .

The requirements of paragraph 3(2) of Schedule 7 to that Act (relating to the appropriate Parliamentary procedure for these regulations) have been satisfied.

PART 1 — Introduction

Citation and commencement

1

These Regulations may be cited as the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 and come into force on exit day .

PART 2 — Amendment of subordinate legislation

Amendment of the European Public Limited-Liability Company Regulations 2004

2

The European Public Limited-Liability Company Regulations 2004 are amended in accordance with regulations 3 to 47.

3

In regulation 2 (EC Directive and EC Regulation)—

(a) in the heading omit “EC Directive and”;

(b) omit the definition of “the EC Directive”.

4

In regulation 3 (interpretation) —

(a) in paragraph (1)—

(i) in the definition of “SE”—

(aa) after “EC Regulation ” insert “ , as it had effect immediately before IP completion day, ”;

(bb) omit “which is to be, or is,”;

(ii) after the definition of “SE”, insert—

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

(b) in paragraphs (3) and (4)—

(i) omit “or the EC Directive”;

(ii) omit “or Directive”.

5

In the heading to Part 2 (registration of SEs and the registrar etc.), for “SEs” substitute “ UK Societates ”.

6

In regulation 4 (the registrar), for “an SE” substitute “ a UK Societas ”.

7

Omit regulations 5 to 12.

8

Before regulation 13 (documents sent to the registrar) insert—

(12A) (1) In respect of any SE which remains registered in the United Kingdom immediately before IP completion day, the registrar must— (a) amend the register, so that on and after IP completion day— (i) “UK Societas” replaces “SE” in the SE's name, and (ii) where appropriate, any use of “European Public Limited-Liability Company” or “Societas Europaea”, is replaced by “ United Kingdom Societas ”, save that this shall not apply where this information is recorded in documents registered in respect of that SE before IP completion day; (b) within 21 days of IP completion day, issue to the UK Societas a certificate (a “certificate of conversion”) confirming that the UK Societas— (i) has been converted to a UK Societas on IP completion day pursuant to Articles AA1 and AAA1 of the EC Regulation, (ii) is governed by the law of— (aa) England and Wales, where its registered office is situated in England or Wales, (bb) Scotland, where its registered office is situated in Scotland, or (cc) Northern Ireland, where its registered office is situated in Northern Ireland. (2) The certificate in paragraph (1)(b)— (a) must be signed by the registrar or authenticated by the registrar's official seal; and (b) is conclusive evidence that on and after IP completion day the SE is a UK Societas. (3) Paragraphs (1) and (2) do not apply to an SE in respect of which a transfer proposal has been drawn up, delivered and published under Article 8 until such time as the registrar is satisfied that the transfer did not take effect before IP completion day. (4) Paragraph (5) applies in relation to an SE— (a) which immediately before IP completion day is registered in a Member State pursuant to a transfer of its registered office from the United Kingdom to that Member State in accordance with Article 12; but (b) whose registration in the United Kingdom has not been deleted in accordance with Article 8 before IP completion day. (5) The registrar must delete the registration of an SE to which this paragraph applies from the register as soon as reasonably practicable and must cause to be published in the Gazette notice of that deletion. (6) In this regulation, “Article 8” and “Article 12” mean Article 8 and Article 12 of the EC Regulation, as it had effect immediately before IP completion day. (12B) (1) Following the conversion of an SE to a UK Societas, references in sections 80 (change of name: registration and issue of new certificate of incorporation), 1064 (public notice of issue of certificate of incorporation) and 1065 (right to certificate of incorporation) of the Companies Act 2006 to a company's certificate of incorporation shall be construed as a reference to the certificate of conversion given under regulation 12A(1)(b). (2) A requirement in those sections for the registrar to issue a certificate of incorporation to a company shall— (a) be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and (b) apply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a).

9

In regulation 13 (documents sent to the registrar) , omit paragraph (2).

10

In regulation 13A (application of language requirements to documents relating to SEs) —

(a) in the heading, for “SEs” substitute “ UK Societates ”;

(b) in paragraph (2)—

(i) in sub-paragraph (b), in the substituted section (2)—

(aa) omit sub-paragraphs (a) to (c);

(bb) in sub-paragraph (d), for “those Regulations” substitute “ the European Public Limited-Liability Company Regulations 2004 ”;

(cc) in sub-paragraph (e), for “SE” substitute “ UK Societas ”;

(ii) in sub-paragraph (c), for “an SE” substitute “ a UK Societas ”;

(d) in paragraph (4) after “the EC Regulation”, insert “ as it had effect at the time of such delivery, ”;

(e) omit paragraph (5).

11

In regulation 14 (application of the 2006 Act to the registration of SEs) —

(a) in the heading, for “SEs” substitute “ UK Societates ”;

(b) in sub-paragraph (1)(a)—

(i) for “SEs” substitute “ UK Societates ”;

(ii) after “the EC Regulation”, insert “ , including as they had effect at the time of any such registration ”.

12

In regulation 15 (false statements in documents delivered to the registrar) —

(a) in paragraph (a), omit “regulations 5 to 10 and”;

(b) omit paragraph (b).

13

Omit regulations 55 to 58.

14

In regulation 59 (power of the management or administrative organ of an SE to amend statutes where in conflict with employee involvement arrangements (Article 12(4)))—

(a) in the heading, for “an SE” substitute “ a UK Societas ”;

(b) for “SE” substitute “ UK Societas ”.

15

In regulations 61, 62 and 64, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

16

In regulation 65 (timing of the first general meeting of an SE (Article 54(1)))—

(a) in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

(b) for “an SE's” substitute “ its ”;

17

In regulation 66 (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))—

(a) in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

(b) for “the SE's” substitute “the UK Societas's”.

18

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

(a) in the heading, for “SEs” substitute “ UK Societates ”;

(b) for “an SE” substitute “ a UK Societas ”.

19

Omit regulations 68 to 70.

20

In regulation 71 (publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65))—

(a) in the heading, omit “8(12), 15(2),”;

(b) omit paragraphs (3) and (4).

21

Omit regulations 72 to 74.

22

In regulation 75 (competent authorities) —

(a) in paragraph (a), for “8, 54, 55 and 64” substitute “ 54 and 55 ”;

(b) omit paragraphs (b) and (c).

23

In regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement) —

(a) in paragraph (1)—

(i) in sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

(ii) in sub-paragraph (b), for “SE” substitute “ UK Societas ”;

(b) in sub-paragraphs (2)(a)-(c), for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

24

In regulation 77 (records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2)) —

(a) for the heading substitute “ records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before IP completion day) ”;

(b) for paragraph (1) substitute—

(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.

(i) after “regulation 11”, insert “ of these Regulations, as they had effect at the time of delivery ”;

(ii) after “Article 8(8)”, insert “ of the EC Regulation, as it had effect at the time of issue, ”.

25

In regulation 78 (application of enactments to members of supervisory, management and administrative organs)—

(a) in paragraph (1), for “SEs” substitute “ UK Societates ”;

(b) in paragraph (5), for “SE” substitute “ UK Societas ”.

26

In regulation 79 (register of members of supervisory organ) —

(a) in paragraph (1), for “SE” substitute “ UK Societas ”;

(b) in paragraph (3), for “SE's” substitute “UK Societas's”;

(i) in the words before sub-paragraph (a), for “SE” substitute “ UK Societas ”;

(ii) in the words after sub-paragraph (b), for “SE's” substitute “UK Societas's”;

(d) in paragraph (5), for “SE” substitute “ UK Societas ”;

(e) in paragraph (6)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

(f) in paragraph (10)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for the remaining occurrence of “SE” substitute “ UK Societas ”.

27

In regulation 80 (particulars of members to be registered under regulation 79: individuals) —

(a) in paragraph (1), in the words before sub-paragraph (a), for “an SE's” substitute “a UK Societas's”;

(b) in paragraph (5), for “The SE's” substitute “The UK Societas's”.

28

In regulation 80A (particulars of members to be registered under regulation 79: corporate members and firms) —

(a) for “an SE's” substitute “a UK Societas's”;

(b) for paragraph (c) substitute—

(c) in the case of a limited company that is a UK-registered company, the registered number;

29

In regulation 80B (register of residential addresses of members of an SE's supervisory organ) —

(a) in the heading, for “an SE's” substitute “a UK Societas's”;

(b) in paragraph (1), for “SE” substitute “ UK Societas ”;

(d) in paragraph (4)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

(e) in paragraph (7)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for the remaining occurrence of “SE” substitute “ UK Societas ”.

30

In regulation 80C (duty to notify registrar of changes) —

(a) in paragraph (1)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for the remaining occurrence of “SE” substitute “ UK Societas ”;

(b) in paragraphs (1A) and (2), for “SE's” substitute “UK Societas's”;

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for “SE's”, in both places, substitute “UK Societas's”;

(d) in paragraph (3A), for “SE's” substitute “UK Societas's”;

(e) in paragraph (4)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for the remaining occurrences of “SE” substitute “ UK Societas ”.

31

In regulation 80D (protected information: restriction on use or disclosure by SE) —

(a) in the heading, for “SE” substitute “ UK Societas ”;

(b) for “an SE” substitute “ a UK Societas ”.

32

In regulation 80DA (information within section 790ZF(2): restriction on use or disclosure by an SE) —

(a) in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

(b) after “regulations 5 to 10 and 85”, insert “ of these Regulations, as they had effect at the time such protected information was delivered to the registrar ”.

33

In regulation 80E (putting a member of the supervisory organ's address on the public record) —

(a) for “an SE” substitute “ a UK Societas ”;

(b) for “SE's”, in both places, substitute “UK Societas's”.

34

In regulation 81 (the SE as a body corporate) —

(a) in the heading, for “SE” substitute “ UK Societas ”;

(b) in paragraph (1)—

(i) for “an SE”, in both places, substitute “ a UK Societas ”;

(ii) omit “whether or not registered in the United Kingdom”;

35

In regulation 82 (notification of amendments to statutes and insolvency events (Articles 59(3) and 65)) —

(a) in paragraph (1), for “SE” substitute “ UK Societas ”;

(b) in paragraph (1A), for “SE's”, substitute “UK Societas's”;

36

In regulation 83 (accounting reference period and financial year of transferring SE) —

(a) in the heading, for “SE” substitute “ UK Societas ”;

(b) in paragraph (1), in the words before sub-paragraph (a)—

(i) for “an SE transfers” substitute “ a UK Societas had before IP completion day, and while an SE, transferred ”;

(ii) after “Article 8”, insert “of the EC Regulation, as it had effect at the time of that transfer, that UK Societas's”;

(d) in sub-paragraph (1)(b)—

(i) omit “its”;

(ii) for “SE” substitute “ UK Societas ”;

(e) in sub paragraphs (2) and (3), for “transferring SE” substitute “ UK Societas ”.

37

Omit regulation 84.

38

In the heading to Part 7 (provisions relating to the conversion of an SE to a public company in accordance with Article 66 of the EC Regulation), for “an SE” substitute “ a UK Societas ”.

39

In regulation 85 (registration of a public company by the conversion of an SE) —

(a) in the heading, for “an SE” substitute “ a UK Societas ”;

(b) in paragraph (1)—

(i) in the words before sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

(ii) in sub-paragraph (d), for “SE” substitute “ UK Societas ”;

(d) in paragraphs (5), (8) and (9), for “SE”, in each place it occurs, substitute “ UK Societas ”;

(e) in paragraph (11), sub-paragraph (a)—

(i) for “SE” substitute “ UK Societas ”;

(ii) after “registered” insert “ as an SE ”;

(f) in paragraph (12), for “SE”, in both places, substitute “ UK Societas ”.

40

In regulation 85A (statement of compliance) , for “an SE” substitute “ a UK Societas ”.

41

In regulation 86 (publication of draft terms of conversion) , for “SE's” substitute “UK Societas's”.

42

In regulation 87 (registration under the 2006 Act) —

(a) in paragraph (3)—

(i) for “an SE” substitute “ a UK Societas ”;

(ii) for the remaining occurrence of “SE” substitute “ UK Societas ”;

(b) in paragraph (4), for “SE” substitute “ UK Societas ”.

43

In regulation 88 (effect of registration) , for “SE”, in each place it occurs, substitute “ UK Societas ”.

44

In regulation 89 (records of a converting SE) for “SE”, in each place it occurs, substitute “ UK Societas ”.

45

In Schedule 1A (modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc) —

(a) in paragraph 3, for “an SE”, in each place it occurs, substitute “ a UK Societas ”;

(b) in paragraph 4(a)—

(i) for “SE” substitute “ UK Societas ”;

(ii) after “registration”, insert “ or its conversion from an SE ”;

(d) in paragraphs 5 and 6, for “an SE” substitute “ a UK Societas ”.

46

In Schedule 2 (provisions of the 2006 Act applying to the registration of SEs) —

(a) in the heading, for “SEs” substitute “ UK Societates ”;

(b) in paragraphs 1, 2, 3 and 4, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

47

In Schedule 4 (modifications of the Companies Acts etc) —

(a) in paragraph 5, for “SE” substitute “ UK Societas ”;

(b) in paragraph 11, for “SE”, in both places, substitute “ UK Societas ”.

Amendment of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009

48

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