The European Public Limited-Liability Company Regulations 2004
PART 1GENERAL
1Citation, commencement and extent
2... EC Regulation
3Interpretation
PART 2REGISTRATION OF UK Societates AND THE REGISTRAR ETC.
4The registrar
5Registration of an SE formed by merger in accordance with Article 2(1)
6Registration of the formation of a holding SE in accordance with Article 2(2)
7Registration of the formation of a subsidiary SE in accordance with Article 2(3)
8Registration of an SE by the transformation of a public company in accordance with Article 2(4)
9Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2)
10Registration of an SE on the transfer of its registered office to the United Kingdom in accordance with Article 8
10AStatement of SE’s name and registered office address
10BStatement of proposed members
10CStatement of subscribed capital
10DEmployee involvement statement
11Certificate of the competent authority under Article 8(8)
11AStatement of compliance
12Registration of an SE
12AConversion of an SE to a UK Societas: obligations on the registrar
12BReferences in the Companies Act 2006 to a certificate of incorporation
13Documents sent to the registrar
13AApplication of language requirements to documents relating to UK Societates
14Application of the 2006 Act to the registration of UK Societates
15False statements in documents delivered to the registrar
PART 3EMPLOYEE INVOLVEMENT
CHAPTER 1INTERPRETATION OF PART 3
16Interpretation of Part 3
CHAPTER 2PARTICIPATING COMPANIES AND THE SPECIAL NEGOTIATING BODY
17Circumstances in which certain provisions of Part 3 apply
18Duty on participating company to provide information
19Complaint of failure to provide information
20Function of the special negotiating body
21Composition of the special negotiating body
22Complaint about establishment of special negotiating body
CHAPTER 3ELECTION OR APPOINTMENT OF UK MEMBERS OF THE SPECIAL NEGOTIATING BODY
23Ballot arrangements
24Conduct of the ballot
25Appointment of UK members by a consultative committee
26Representation of employees
CHAPTER 4NEGOTIATION OF THE EMPLOYEE INVOLVEMENT AGREEMENT
27Negotiations to reach an employee involvement agreement
28The employee involvement agreement
29Decisions of the special negotiating body
30Decision not to open or to terminate negotiations
31Complaint about decisions of special negotiating body
CHAPTER 5STANDARD RULES ON EMPLOYEE INVOLVEMENT
32Standard rules on employee involvement
CHAPTER 6COMPLIANCE AND ENFORCEMENT
33Disputes about operation of an employee involvement agreement or the standard rules on employee involvement
34Penalties
35Misuse of procedures
36Exclusivity of remedy
CHAPTER 7CONFIDENTIAL INFORMATION
37Breach of statutory duty
38Withholding of information by the competent organ
CHAPTER 8PROTECTION FOR MEMBERS OF SPECIAL NEGOTIATING BODY, ETC.
39Right to time off for members of special negotiating body, etc.
40Right to remuneration for time off under regulation 39
41Right to time off: complaints to tribunals
42Unfair dismissal
43Subsidiary provisions relating to unfair dismissal
44Detriment
45Detriment: enforcement and subsidiary provisions
46Conciliation
CHAPTER 9MISCELLANEOUS
47CAC proceedings
48Appeal Tribunal: location of certain proceedings under these Regulations
49Appeal Tribunal: appeals from employment tribunals
50ACAS
51Restrictions on contracting out: general
52Restrictions on contracting out: Chapter 8 of this Part
53Amendment of the Transnational Information and Consultation of Employees Regulations 1999
54Existing employee involvement rights
PART 4EXERCISE OF MEMBER STATES OPTIONS UNDER THE EC REGULATION
55Participation 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))
56Additional forms of publication of transfer proposal (Article 8(2))
57Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7))
58Power of the competent authorities of a Member State to oppose a transfer on public interest grounds (Article 8(14))
59Power of the management or administrative organ of a UK Societas to amend statutes where in conflict with employee involvement arrangements (Article 12(4))
60Power 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)
61Minimum number of members of the management organ (Article 39(4))
62Minimum number of members of the supervisory organ (Article 40(3))
63Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3))
64Minimum number of members of an administrative organ (Article 43(2))
65Timing of the first general meeting of a UK Societas (Article 54(1))
66Proportion 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)
67UK Societates subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))
PART 5PROVISIONS REQUIRED BY THE EC REGULATION
68Publication of terms of transfer, formation and conversion (Articles 8(2), 32(3) and 37(5))
69Publication of completion of merger (Article 28)
70Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3))
71Publication of other documents or information (Articles ... 59(3) and 65)
72Protection of creditors and others on a transfer (Article 8(7))
73Power of Secretary of State where an SE no longer complies with the requirements of Article 7
74Review of decisions of a competent authority (Articles 8(14) and 19)
PART 6PROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION
75Competent authorities
76Enforcement of obligation to amend Statutes in conflict with Arrangements for Employee Involvement
77Records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before IP completion day
78Application of enactments to members of supervisory, management and administrative organs
79Register of members of supervisory organ
80Particulars of members to be registered under regulation 79: individuals
80AParticulars of members to be registered under regulation 79: corporate members and firms
80BRegister of residential addresses of members of a UK Societas's supervisory organ
80CDuty to notify registrar of changes
80DProtected information: restriction on use or disclosure by UK Societas
80DAInformation within section 790ZF(2): restriction on use or disclosure by a UK Societas
80EPutting a member of the supervisory organ’s address on the public record
81The UK Societas as a body corporate
82Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)
83Accounting Reference Period and Financial Year of Transferring UK Societas
84Penalties for Breach of Article 11 (use of SE in name)
PART 7PROVISIONS RELATING TO THE CONVERSION OF UK SOCIETATES TO A PUBLIC COMPANY IN ACCORDANCE WITH ARTICLE 66 OF THE EC REGULATION
85Registration of a public company by the conversion of a UK Societas
85AStatement of compliance
86Publication of draft terms of conversion
87Registration under the 2006 Act
88Effect of registration
89Records of a converting SE
SCHEDULE 1
SCHEDULE 1AModifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc
1Section 1081 (annotation of the register), as if after subsection...
2Section 1085 (inspection of the register), as if in subsection...
3Section 1093 (registrar’s notice to resolve inconsistency on the register),...
4Section 1094 (administrative removal of material from the register), as...
5Section 1095 (rectification of register on application to registrar), as...
6Sections 1096(1) to (5) and 1097 (rectification of register under...
SCHEDULE 2Provisions of the 2006 Act applying to the registration of UK Societates
1Section 1066(1) to (5) (registered numbers), as if any reference...
2Section 1082 (allocation of unique identifiers), as if—
3Section 1084 (records relating to companies that have been dissolved...
4Section 1113 (enforcement of company’s filing obligations), as if—
5Section 1117 (registrar’s rules), so far as relating to section...
SCHEDULE 3STANDARD RULES ON EMPLOYEE INVOLVEMENT
Part 1: Composition of the representative body
2Where its size so warrants, the representative body shall elect...
3The representative body shall adopt rules of procedure.
4The representative body shall inform the competent organ of the...
5(1) Four years after its establishment, the representative body shall...
Part 2: Standard rules for information and consultation
6(1) The competence of the representative body shall be limited...
Part 3: Standard rules for participation
7(1) In the case of an SE established by transformation,...
SCHEDULE 4Modifications of the Companies Acts etc
1. . . . . . . . . ....
Modifications applying on or after registration
2A reference to a company’s incorporation shall be construed as...
3A reference to documents delivered under the 2006 Act shall...
4(1) A reference to a company’s certificate of incorporation shall...
5The converting UK Societas is treated as if it had...
6Effect of registration
7Section 112(1) of the 2006 Act (definition of “member”) shall...
8. . . . . . . . . ....
9Certificate as to share capital
10
11Accounting Reference Date

2004 No. 2326

EUROPEAN COMMUNITIES

The European Public Limited-Liability Company Regulations 2004

Made

Laid before Parliament

Coming into force

The Secretary of State, being a Minister designated M1 for the purposes of section 2(2) of the European Communities Act 1972 M2 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:C1C3C2

Annotations:
Modifications etc. (not altering text)
C3

Regulations applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 13 (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), reg. 108 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

C2

Regulations applied and modified (31.12.2020) by Regulation (EC) No. 2157/2001, Arts. AA1, AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145)) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations