The European Public Limited-Liability Company Regulations 2004

• Citation: S.I. 2004/2326
• Sections: 132

Section 1 Citation, commencement and extent

(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 .

Section 2 ... EC Regulation

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.

Section 3 Interpretation

(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.

Section 4 The registrar

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

Section 5 Registration of an SE formed by merger in accordance with Article 2(1)

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

Section 6 Registration of the formation of a holding SE in accordance with Article 2(2)

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

Section 7 Registration of the formation of a subsidiary SE in accordance with Article 2(3)

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

Section 8 Registration of an SE by the transformation of a public company in accordance with Article 2(4)

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

Section 9 Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2)

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

Section 10 Registration of an SE on the transfer of its registered office to the United Kingdom in accordance with Article 8

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

Section 10A Statement of SE’s name and registered office address

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

Section 10B Statement of proposed members

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

Section 10C Statement of subscribed capital

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

Section 10D Employee involvement statement

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

Section 11 Certificate of the competent authority under Article 8(8)

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

Section 11A Statement of compliance

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

Section 12 Registration of an SE

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

Section 12A Conversion of an SE to a UK Societas: obligations on the registrar

(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.

Section 12B References in the Companies Act 2006 to a certificate of incorporation

(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).

Section 13 Documents sent to the registrar

(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 13A Application of language requirements to documents relating to UK Societates

(1) The following provisions of the 2006 Act apply in relation to documents required to be delivered to the registrar under these Regulations or the EC Regulation—

(a) section 1103 (documents to be drawn up and delivered in English);

(b) section 1105 (documents that may be drawn up and delivered in other languages);

(c) section 1107 (certified translations).

(2) In the application of the provisions listed in paragraph (1) in relation to the documents referred to in that paragraph—

(a) section 1103 applies as if the reference to section 1104 of the 2006 Act were omitted;

(b) section 1105 applies as if for subsections (2) and (3) there were substituted—

(2) This section applies to—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

(d) copies of amendments to statutes required to be delivered under regulation 82(1)(a) of the European Public Limited-Liability Company Regulations 2004 (notification of amendments to statutes);

(e) documents required to be delivered ... under regulation 85 of those Regulations (registration of a public company by conversion of UK Societas );

(f) copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion).

(c) section 1107 applies as if any reference to a company were a reference to a UK Societas .

(3) Section 1106(1) and (4) of the 2006 Act (voluntary filing of translations), and any provision of regulations made under section 1106(2) which specifies the languages in relation to which the facility in section 1106(1) is available, apply in relation to documents within paragraph (4), as if any reference to a company were a reference to a UK Societas .

(4) The documents referred to in paragraph (3) are documents that are or have been delivered to the registrar under these Regulations or the EC Regulation as it had effect at the time of such delivery, on or after 1st January 2007.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 14 Application of the 2006 Act to the registration of UK Societates

(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.

Section 15 False statements in documents delivered to the registrar

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.

Section 16 Interpretation of Part 3

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

Section 17 Circumstances in which certain provisions of Part 3 apply

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

Section 18 Duty on participating company to provide information

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

Section 19 Complaint of failure to provide information

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

Section 20 Function of the special negotiating body

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

Section 21 Composition of the special negotiating body

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

Section 22 Complaint about establishment of special negotiating body

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

Section 23 Ballot arrangements

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

Section 24 Conduct of the ballot

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

Section 25 Appointment of UK members by a consultative committee

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

Section 26 Representation of employees

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

Section 27 Negotiations to reach an employee involvement agreement

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

Section 28 The employee involvement agreement

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

Section 29 Decisions of the special negotiating body

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

Section 30 Decision not to open or to terminate negotiations

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

Section 31 Complaint about decisions of special negotiating body

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

Section 32 Standard rules on employee involvement

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

Section 33 Disputes about operation of an employee involvement agreement or the standard rules on employee involvement

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

Section 34 Penalties

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

Section 35 Misuse of procedures

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

Section 36 Exclusivity of remedy

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

Section 37 Breach of statutory duty

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

Section 38 Withholding of information by the competent organ

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

Section 39 Right to time off for members of special negotiating body, etc.

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

Section 40 Right to remuneration for time off under regulation 39

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

Section 41 Right to time off: complaints to tribunals

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

Section 42 Unfair dismissal

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