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The European Public Limited-Liability Company Regulations 2004

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  1. Introductory Text

  2. PART 1 GENERAL

    1. 1.Citation, commencement and extent

    2. 2.EC Directive and EC Regulation

    3. 3.Interpretation

  3. PART 2 REGISTRATION OF SEs 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 Great Britain in accordance with Article 8

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

    9. 12.Registration of an SE

    10. 13.Documents sent to the registrar

    11. 14.Application of the 1985 Act to the registration of SEs

    12. 15.False statements in documents sent to the registrar or the Secretary of State

  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 an SE 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 an SE (Article 54(1))

    12. 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)

    13. 67.SEs 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 8(12), 15(2), 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(11) or a public company ceasing to exist under Article 29(1) and (2)

    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

    7. 81.The SE as a body corporate

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

    9. 83.Accounting Reference Period and Financial Year of Transferring SE

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

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

    1. 85.Registration of a public company by the conversion of an SE

    2. 86.Publication of draft terms of conversion

    3. 87.Registration under the 1985 Act

    4. 88.Effect of registration

    5. 89.Records of a converting SE

  9. Signature

    1. SCHEDULE 1

      Forms

    2. SCHEDULE 2

      Application of the 1985 Act to the Registration of SEs

    3. SCHEDULE 3

      Standard rules on employee involvement

    4. SCHEDULE 4

      Modifications of the 1985 Act and the Insolvency Act 1986

  10. Explanatory Note

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