The European Public Limited-Liability Company Regulations 2004

1. Introductory Text

2. PART 1 GENERAL

   1. 1. Citation, commencement and extent

   2. 2. ... EC Regulation

   3. 3. Interpretation

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

   1. 4. The registrar

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

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

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

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

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

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

   8. 10A. Statement of SE’s name and registered office address

   9. 10B. Statement of proposed members

   10. 10C. Statement of subscribed capital

   11. 10D. Employee involvement statement

   12. 11. Certificate of the competent authority under Article 8(8)

   13. 11A. Statement of compliance

   14. 12. Registration of an SE

   15. 12A. Conversion of an SE to a UK Societas: obligations on the registrar

   16. 12B. References in the Companies Act 2006 to a certificate of incorporation

   17. 13. Documents sent to the registrar

   18. 13A. Application of language requirements to documents relating to UK Societates

   19. 14. Application of the 2006 Act to the registration of UK Societates

   20. 15. False statements in documents delivered to the registrar

4. PART 3 EMPLOYEE INVOLVEMENT

   1. CHAPTER 1 INTERPRETATION OF PART 3

      1. 16. Interpretation of Part 3

   2. CHAPTER 2 PARTICIPATING COMPANIES AND THE SPECIAL NEGOTIATING BODY

      1. 17. Circumstances in which certain provisions of Part 3 apply

      2. 18. Duty on participating company to provide information

      3. 19. Complaint of failure to provide information

      4. 20. Function of the special negotiating body

      5. 21. Composition of the special negotiating body

      6. 22. Complaint about establishment of special negotiating body

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

      1. 23. Ballot arrangements

      2. 24. Conduct of the ballot

      3. 25. Appointment of UK members by a consultative committee

      4. 26. Representation of employees

   4. CHAPTER 4 NEGOTIATION OF THE EMPLOYEE INVOLVEMENT AGREEMENT

      1. 27. Negotiations to reach an employee involvement agreement

      2. 28. The employee involvement agreement

      3. 29. Decisions of the special negotiating body

      4. 30. Decision not to open or to terminate negotiations

      5. 31. Complaint about decisions of special negotiating body

   5. CHAPTER 5 STANDARD RULES ON EMPLOYEE INVOLVEMENT

      1. 32. Standard rules on employee involvement

   6. CHAPTER 6 COMPLIANCE AND ENFORCEMENT

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

      2. 34. Penalties

      3. 35. Misuse of procedures

      4. 36. Exclusivity of remedy

   7. CHAPTER 7 CONFIDENTIAL INFORMATION

      1. 37. Breach of statutory duty

      2. 38. Withholding of information by the competent organ

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

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

      2. 40. Right to remuneration for time off under regulation 39

      3. 41. Right to time off: complaints to tribunals

      4. 42. Unfair dismissal

      5. 43. Subsidiary provisions relating to unfair dismissal

      6. 44. Detriment

      7. 45. Detriment: enforcement and subsidiary provisions

      8. 46. Conciliation

   9. CHAPTER 9 MISCELLANEOUS

      1. 47. CAC proceedings

      2. 48. Appeal Tribunal: location of certain proceedings under these Regulations

      3. 49. Appeal Tribunal: appeals from employment tribunals

      4. 50. ACAS

      5. 51. Restrictions on contracting out: general

      6. 52. Restrictions on contracting out: Chapter 8 of this Part

      7. 53. Amendment of the Transnational Information and Consultation of Employees Regulations 1999

      8. 54. Existing employee involvement rights

5. PART 4 EXERCISE OF MEMBER STATES OPTIONS UNDER THE EC REGULATION

   1. 55. 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))

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

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

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

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

   6. 60. 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)

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

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

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

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

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

   12. 66. Proportion of shareholders of a UK Societas who may require one or more additional items to be put on the agenda of any general meeting (Article 56)

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

6. PART 5 PROVISIONS REQUIRED BY THE EC REGULATION

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

   2. 69. Publication of completion of merger (Article 28)

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

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

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

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

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

7. PART 6 PROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION

   1. 75. Competent authorities

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

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

   4. 78. Application of enactments to members of supervisory, management and administrative organs

   5. 79. Register of members of supervisory organ

   6. 80. Particulars of members to be registered under regulation 79: individuals

   7. 80A. Particulars of members to be registered under regulation 79: corporate members and firms

   8. 80B. Register of residential addresses of members of a UK Societas's supervisory organ

   9. 80C. Duty to notify registrar of changes

   10. 80D. Protected information: restriction on use or disclosure by UK Societas

   11. 80DA. Information within section 790ZF(2): restriction on use or disclosure by a UK Societas

   12. 80E. Putting a member of the supervisory organ’s address on the public record

   13. 81. The UK Societas as a body corporate

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

   15. 83. Accounting Reference Period and Financial Year of Transferring UK Societas

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

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

   1. 85. Registration of a public company by the conversion of a UK Societas

   2. 85A. Statement of compliance

   3. 86. Publication of draft terms of conversion

   4. 87. Registration under the 2006 Act

   5. 88. Effect of registration

   6. 89. Records of a converting SE

9. Signature

10. 1. SCHEDULE 1

    2. SCHEDULE 1A

       Modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc

       1. 1. Section 1081 (annotation of the register), as if after subsection...

       2. 2. Section 1085 (inspection of the register), as if in subsection...

       3. 3. Section 1093 (registrar’s notice to resolve inconsistency on the register),...

       4. 4. Section 1094 (administrative removal of material from the register), as...

       5. 5. Section 1095 (rectification of register on application to registrar), as...

       6. 6. Sections 1096(1) to (5) and 1097 (rectification of register under...

    3. SCHEDULE 2

       Provisions of the 2006 Act applying to the registration of UK Societates

       1. 1. Section 1066(1) to (5) (registered numbers), as if any reference...

       2. 2. Section 1082 (allocation of unique identifiers), as if—

       3. 3. Section 1084 (records relating to companies that have been dissolved...

       4. 4. Section 1113 (enforcement of company’s filing obligations), as if—

       5. 5. Section 1117 (registrar’s rules), so far as relating to section...

    4. SCHEDULE 3

       STANDARD RULES ON EMPLOYEE INVOLVEMENT

       1. Part 1: Composition of the representative body

          2. 2. Where its size so warrants, the representative body shall elect...

          3. 3. The representative body shall adopt rules of procedure.

          4. 4. The representative body shall inform the competent organ of the...

          5. 5. (1) Four years after its establishment, the representative body shall...

       2. Part 2: Standard rules for information and consultation

          1. 6. (1) The competence of the representative body shall be limited...

       3. Part 3: Standard rules for participation

          1. 7. (1) In the case of an SE established by transformation,...

    5. SCHEDULE 4

       Modifications of the Companies Acts etc

       1. 1. . . . . . . . . . ....

       2. Modifications applying on or after registration

          1. 2. A reference to a company’s incorporation shall be construed as...

          2. 3. A reference to documents delivered under the 2006 Act shall...

          3. 4. (1) A reference to a company’s certificate of incorporation shall...

          4. 5. The converting UK Societas is treated as if it had...

          5. 6. Effect of registration

          6. 7. Section 112(1) of the 2006 Act (definition of “member”) shall...

          7. 8. . . . . . . . . . ....

          8. 9. Certificate as to share capital

          9. 10.

          10. 11. Accounting Reference Date

11. Explanatory Note