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53. A company, formed under the law of a Member State, the head office of which is not in the Community, may participate in the formation of an SE where the company’s registered office is in that Member State and it has a real and continuous link with a Member State’s economy.
54.—(1) The SE shall notify in writing its shareholders, and every creditor of whose claim and address it is aware, of the right to examine the transfer proposal and the report drawn up under Article 8(3), at its registered office and, on request, to obtain copies of those documents free of charge, not later than one month before the general meeting called to decide on the transfer.
(2) Every invoice, order for goods or business letter, which, at any time between the date on which the transfer proposal and report become available for inspection at the registered office of the SE and the deletion of its registration on transfer, is issued by or on behalf of the SE, shall contain a statement that the SE is proposing to transfer its registered office to another Member State under Article 8 and identifying that Member State.
(3) If default is made in complying with paragraph (1) or (2) the SE is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
55. The first sub-paragraph of Article 8(7) shall apply to liabilities that arise (or may arise) prior to the transfer.
56. If a transfer of a registered office of an SE would result in a change in the law applicable to the SE, the competent authorities may, within the two month period referred to in Article 8(6), oppose the transfer, on public interest grounds.
57. Where there is a conflict between the arrangements for employee involvement and the existing statutes the management or administrative organ of the SE may amend the statutes to the extent necessary to resolve the conflict without any further decision from the general shareholders meeting.
58. A company of a type specified in relation to the United Kingdom in Annex 1 to the EC Regulation may not take part in the formation of an SE, whether or not it is to be registered in Northern Ireland, by merger if any of the competent authorities oppose it on public interest grounds before the issue of the certificate referred to in Article 25(2).
59. The minimum number of the members of the management organ of an SE is two.
60. The minimum number of the members of the supervisory organ of an SE is two.
61. 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).
62. The minimum number of the members of the administrative organ of an SE is two.
63. The first general meeting of an SE may be held at any time in the 18 months following an SE’s incorporation.
64. The proportion of the shareholders of an SE 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 SE’s subscribed capital.
65. An SE shall be subject to the provisions of the statutory provisions and rules of law applying to a public company as regards the expression of its capital.
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