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The European Public Limited-Liability Company Regulations 2004

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Changes over time for: The European Public Limited-Liability Company Regulations 2004 (Schedules only)

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SCHEDULE 1E+W+S

F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Regulation 13(1B)

[F2SCHEDULE 1AE+W+SModifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc

Textual Amendments

1.  Section 1081 (annotation of the register), as if after subsection (1) there were inserted—E+W+S

“(1A) Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.”

2.  Section 1085 (inspection of the register), as if in subsection (2) the second sentence were omitted.E+W+S

3.  Section 1093 (registrar’s notice to resolve inconsistency on the register), as if—E+W+S

(a)any reference to a company were a reference to [F3a UK Societas], and

(b)the reference in subsection (3)(b) to an officer of a company were a reference—

(i)in a one-tier system, to a member of the administrative organ of [F3a UK Societas], and

(ii)in a two-tier system, to a member of the supervisory or management organ of [F3a UK Societas].

Textual Amendments

4.  Section 1094 (administrative removal of material from the register), as if—E+W+S

(a)for paragraph (a) of subsection (3) there were substituted—

“(a)anything whose registration [F4or its conversion from an SE] has had legal consequences in relation to the [F5UK Societas] as regards its registration;”, and

(b)any reference in subsection (4) to a company were a reference to [F6a UK Societas].

Textual Amendments

5.  Section 1095 (rectification of register on application to registrar), as if any reference to a company were a reference to [F7a UK Societas].E+W+S

Textual Amendments

6.  Sections 1096(1) to (5) and 1097 (rectification of register under court order), as if any reference to a company were a reference to [F8a UK Societas].]E+W+S

Textual Amendments

Regulation 14

SCHEDULE 2E+W+S[F9Provisions of the 2006 Act applying to the registration of [F10UK Societates]]

Textual Amendments

[F91.  Section 1066(1) to (5) (registered numbers), as if any reference to a company were a reference to [F11a UK Societas].E+W+S

Textual Amendments

2.  Section 1082 (allocation of unique identifiers), as if—E+W+S

(a)the reference in subsection (1)(a) to a director of a company were a reference—

(i)in a one-tier system, to a member of the administrative organ of [F12a UK Societas], and

(ii)in a two-tier system, to a member of the supervisory or management organ of [F12a UK Societas],

and

(b)paragraphs (b) and (c) of subsection (1) were omitted.

Textual Amendments

3.  Section 1084 (records relating to companies that have been dissolved etc), as if—E+W+S

(a)any reference to a company being dissolved were a reference to [F13a UK Societas] being dissolved,

(b)the reference in subsection (2) to records relating to a company included a reference to—

(i)the documents required to be retained by the registrar under regulation 13(1), and

(ii)records of the information contained in those documents,

and

(c)subsection (4) were omitted.

Textual Amendments

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

(a)any reference to a company were a reference to [F14a UK Societas],

(b)any reference to an obligation under the Companies Acts were a reference to an obligation under these Regulations,

(c)any reference to a member of a company were a reference to a shareholder of [F14a UK Societas], and

(d)any reference to an officer of a company were a reference—

(i)in a one-tier system, to a member of the administrative organ of [F14a UK Societas], and

(ii)in a two-tier system, to a member of the supervisory or management organ of [F14a UK Societas].

Textual Amendments

5.  Section 1117 (registrar’s rules), so far as relating to section 1066(2).]E+W+S

Regulation 32

F15SCHEDULE 3E+W+SSTANDARD RULES ON EMPLOYEE INVOLVEMENT

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

Textual Amendments

Regulations 85 and 88

SCHEDULE 4E+W+S[F16Modifications of the Companies Acts etc]

Textual Amendments

F171.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Modifications applying on or after registrationE+W+S

[F182.  A reference to a company’s incorporation shall be construed as a reference to the registration of the documents delivered with the application for registration under regulation 85.]E+W+S

Textual Amendments

3.  A reference to documents delivered under [F19the 2006 Act] shall be taken to include a reference to documents delivered under regulation 85.E+W+S

Textual Amendments

4.—(1) A reference to a company’s certificate of incorporation shall be construed as a reference to the certificate given under regulation 87(3).E+W+S

(2) A requirement for the registrar of companies to issue a certificate of incorporation to a company shall—

(a)be construed as a requirement to issue a certificate of registration similar to the certificate under regulation 87(3), and

(b)apply with such other modifications as the registrar considers necessary in consequence of paragraph (a).

[F205.  The converting [F21UK Societas] is treated as if it had been formed (as well as registered) under the 2006 Act.]E+W+S

Textual Amendments

Effect of registrationE+W+S

6.  [F22Section 16 of the 2006 Act] (effect of registration) shall not apply.

Textual Amendments

7.  [F23Section 112(1) of the 2006 Act] (definition of “member”) shall not apply.

Textual Amendments

F248.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S

Textual Amendments

Certificate as to share capitalE+W+S

9.  The following provisions shall not apply—

(a)[F25section 761 of [F26the 2006 Act]] (public company share capital requirements), F27...

(b)section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under [F25section 761 of [F26the 2006 Act]]).

[F28(c)Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986).]

Textual Amendments

F2910.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Accounting Reference DateE+W+S

11.  No modification made under this Schedule shall affect the determination of the accounting reference date of a converting [F30UK Societas] by the application of [F31section 391(4) of [F32the 2006 Act]], by virtue of Article 61 of the EC Regulation, or of regulation 83 prior to the registration of the converting [F30UK Societas] under regulation 87.

Textual Amendments

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