TITLE IGENERAL PROVISIONS
F1Article A1
In this Regulation—
“the 2004 Regulations” means the European Public Limited-Liability Company Regulations 2004;
“the 2009 Employee Involvement (GB) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009;
“the 2009 Employee Involvement (NI) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009;
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of this regulation, as it had effect immediately before IP completion day and means an SE registered in the United Kingdom.
F1Article AA1
1.
On IP completion day every SE which remains registered in the United Kingdom immediately before IP completion day converts to a United Kingdom Societas (or UK Societas), and on and after IP completion day “UK Societas” replaces “SE” in its name.
2.
A UK Societas is deemed to have in place of its existing statutes, statutes that comprise the provisions of its existing statutes save that, as they apply from IP completion day—
(a)
“UK Societas” replaces “SE” in any reference to the SE's name;
(b)
any use of “European Public Limited-Liability Company” or “Societas Europaea” is replaced by “
United Kingdom Societas
”
or “UK Societas”;
(c)
any reference in those statutes to Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees is read, where appropriate and where that reference remains operative, as though it were a reference to the 2009 Employee Involvement (GB) Regulations, or (as the case may be) the 2009 Employee Involvement (NI) Regulations;
(d)
any reference in those statutes to the EC Regulation, the 2004 Regulations, the 2009 Employee Involvement (GB) Regulations, or the 2009 Employee Involvement (NI) Regulations, is read, where appropriate and where that reference remains operative, as though it is a reference to those enactments as they form part of F2assimilated law.
4.
Paragraphs 1 and 2 do not apply to an outgoing SE (as to which, see paragraphs (4) and (5) of regulation 12A of the 2004 Regulations).
5.
In paragraph 4, an “outgoing SE” means an SE—
(a)
which, immediately before IP completion day, is registered in a Member State pursuant to a transfer of its registered address from the United Kingdom to that Member State; but
(b)
whose registration in the United Kingdom has not been deleted before IP completion day,
in accordance with Article 8 of this Regulation, as it applied immediately before IP completion day.
6.
The provisions of Article 59 are disapplied for the purposes of this regulation.
F1Article AAA1
1.
The UK Societas retains the legal personality it had when it was an SE.
2.
Save as regards any rights or obligations which are no longer applicable to a UK Societas as a result of the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018, the conversion of an SE to a UK Societas—
(a)
does not affect any rights or obligations of the UK Societas, or render defective any legal proceedings by or against it; and
(b)
any legal proceedings that might have been continued or commenced against it when it was an SE may be continued or commenced against it as a UK Societas.
3.
The records of an SE relating to any period before it became a UK Societas, in accordance with this Regulation, shall be treated for the purposes of this Regulation, the Companies Acts and the 2004 Regulations as if they were records of that UK Societas.
Article 1
F31.
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2.
The capital of F4a UK Societas shall be divided into shares. No shareholder shall be liable for more than the amount he has subscribed.
3.
F5A UK Societas shall have legal personality.
F64.
Employee involvement in a UK Societas shall be governed by the provisions of—
(a)
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations; or
(b)
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
F7Article 2
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F8Article 3
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Article 4
F91.
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2.
The subscribed capital F10of a UK Societas shall not be less than EUR 120 000.
3.
Article 5
Article 6
F18Article 7
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F18Article 8
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Article 9
1.
F19A UK Societas shall be governed:
(a)
by this Regulation,
(b)
where expressly authorised by this Regulation, by the provisions of its statutes
or
(c)
in the case of matters not regulated by this Regulation or, where matters are partly regulated by it, of those aspects not covered by it, by:
- (i)
F20the 2004 Regulations, (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations;
- (ii)
F21any enactment or rule of law which would apply to a public limited-liability company F22...;
- (iii)
the provisions of its statutes, in the same way as for a public limited-liability company F23....
F242.
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3.
Article 10
Article 11
1.
2.
3.
Article 12
F391.
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F392.
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F393.
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4.
The statutes of the F40UK Societas must not conflict at any time with the arrangements for employee involvement which have been so determined. Where new such arrangements determined pursuant to the F41(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations conflict with the existing statutes, the statutes shall to the extent necessary be amended.
F42...
Article 13
F45Article 14
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TITLE IIFORMATION
Section 1General
F45Article 15
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F45Article 16
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Section 2Formation by merger
F45Article 17
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F45Article 18
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Article 19
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Such opposition may be based only on grounds of public interest. Review by a judicial authority shall be possible.
F45Article 20
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F45Article 21
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F45Article 22
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F45Article 23
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F45Article 24
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F45Article 25
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F45Article 26
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F45Article 27
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F45Article 28
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F45Article 29
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F45Article 30
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F45Article 31
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Section 3Formation of a holding SE
F45Article 32
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F45Article 33
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F45Article 34
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Section 4Formation of a subsidiary SE
F45Article 35
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F45Article 36
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Section 5Conversion of an existing public limited-liability company into an SE
F45Article 37
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TITLE IIISTRUCTURE OF F46the UK Societas
Article 38
Under the conditions laid down by this Regulation F47a UK Societas shall comprise:
- (a)
a general meeting of shareholders and
- (b)
either a supervisory organ and a management organ (two-tier system) or an administrative organ (one-tier system) depending on the form adopted in the statutes.
Section 1Two-tier system
Article 39
1.
2.
The member or members of the management organ shall be appointed and removed by the supervisory organ.
F50...
3.
No person may at the same time be a member of both the management organ and the supervisory organ of the same F51UK Societas. The supervisory organ may, however, nominate one of its members to act as a member of the management organ in the event of a vacancy. During such a period the functions of the person concerned as a member of the supervisory organ shall be suspended. F52...
4.
F555.
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Article 40
1.
The supervisory organ shall supervise the work of the management organ. It may not itself exercise the power to manage the F56UK Societas.
2.
The members of the supervisory organ shall be appointed by the general meeting. The members of the first supervisory organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47(4) or to any employee participation arrangements determined pursuant to
F57(a)
Part 3 of the 2004 Regulations, as it had effect prior to its revocation by the European Public Limited-Liability Company (Amendment) Regulations 2009;
(b)
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(c)
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
3.
Article 41
1.
The management organ shall report to the supervisory organ at least once every three months on the progress and foreseeable development of the F60UK Societas's business.
2.
In addition to the regular information referred to in paragraph 1, the management organ shall promptly pass the supervisory organ any information on events likely to have an appreciable effect on the F61UK Societas.
3.
The supervisory organ may require the management organ to provide information of any kind which it needs to exercise supervision in accordance with Article 40(1). F62...
4.
The supervisory organ may undertake or arrange for any investigations necessary for the performance of its duties.
5.
Each member of the supervisory organ shall be entitled to examine all information submitted to it.
Article 42
The supervisory organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting of shareholders may be elected chairman.
Section 2The one-tier system
Article 43
1.
2.
F65Subject to regulation 64 of the 2004 Regulations the number of members of the administrative organ or the rules for determining it shall be laid down in the F66UK Societas's statutes. F67...
The administrative organ shall, however, consist of at least three members where employee participation is regulated in accordance with
F68(a)
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(b)
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
3.
The member or members of the administrative organ shall be appointed by the general meeting. The members of the first administrative organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47(4) or to any employee participation arrangements determined pursuant to
F69(a)
Part 3 of the 2004 Regulations, as they had effect at the time those arrangements were determined;
(b)
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(c)
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
F704.
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Article 44
1.
The administrative organ shall meet at least once every three months at intervals laid down by the statutes to discuss the progress and foreseeable development of the F71UK Societas's business.
2.
Each member of the administrative organ shall be entitled to examine all information submitted to it.
Article 45
The administrative organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting of shareholders may be elected chairman.
Section 3Rules common to the one-tier and two-tier systems
Article 46
1.
Members of company organs shall be appointed for a period laid down in the statutes not exceeding six years.
2.
Subject to any restrictions laid down in the statutes, members may be reappointed once or more than once for the period determined in accordance with paragraph 1.
Article 47
1.
F72A UK Societas's statutes may permit a company or other legal entity to be a member of one of its organs, provided that F73any enactment or rule of law applicable to public limited-liability companies F74... does not provide otherwise.
That company or other legal entity shall designate a natural person to exercise its functions on the organ in question.
2.
No person may be a member of any F75UK Societas organ or a representative of a member within the meaning of paragraph 1 who:
(a)
3.
4.
This Regulation shall not affect F83any enactment or rule of law permitting a minority of shareholders or other persons or authorities to appoint some of the members of a company organ.
Article 48
1.
F862.
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Article 49
The members of F87a UK Societas's organs shall be under a duty, even after they have ceased to hold office, not to divulge any information which they have concerning the F88UK Societas the disclosure of which might be prejudicial to the company's interests, except where such disclosure is required or permitted under F89any enactment or rule of law applicable to public limited-liability companies or is in the public interest.
Article 50
1.
Unless otherwise provided by this Regulation or the statutes, the internal rules relating to quorums and decision-taking in F90UK Societas organs shall be as follows:
(a)
quorum: at least half of the members must be present or represented;
(b)
decision-taking: a majority of the members present or represented.
2.
Where there is no relevant provision in the statutes, the chairman of each organ shall have a casting vote in the event of a tie. There shall be no provision to the contrary in the statutes, however, where half of the supervisory organ consists of employees' representatives.
F913.
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Article 51
Members of F92a UK Societas's management, supervisory and administrative organs shall be liable, in accordance with the provisions applicable to public limited-liability companies F93..., for loss or damage sustained by the F94UK Societas following any breach on their part of the legal, statutory or other obligations inherent in their duties.
Section 4General meeting
Article 52
The general meeting shall decide on matters for which it is given sole responsibility by:
- (a)
this Regulation or
- (b)
F95(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations.
Furthermore, the general meeting shall decide on matters for which responsibility is given to the general meeting of a public limited-liability company F96..., either by F97any enactment or rule of law or by the F98UK Societas's statutes in accordance with that law.
Article 53
Without prejudice to the rules laid down in this section, the organisation and conduct of general meetings together with voting procedures shall be governed by the law applicable to public limited-liability companies F99....
Article 54
1.
F100Subject to regulation 68 of the 2004 Regulations F101a UK Societas shall hold a general meeting at least once each calendar year, within six months of the end of its financial year, unless F102any enactment or rule of law applicable to public limited-liability companies carrying on the same type of activity as F103the UK Societas provides for more frequent meetings. F104....
2.
Article 55
1.
One or more shareholders who together hold at least 10 % of F107a UK Societas's subscribed capital may request the F108UK Societas to convene a general meeting and draw up the agenda therefor; the F109UK Societas's statutes F110... may provide for a smaller proportion under the same conditions as those applicable to public limited-liability companies.
2.
The request that a general meeting be convened shall state the items to be put on the agenda.
3.
If, following a request made under paragraph 1, a general meeting is not held in due time and, in any event, within two months, the competent judicial or administrative authority F111... may order that a general meeting be convened within a given period or authorise either the shareholders who have requested it or their representatives to convene a general meeting. This shall be without prejudice to F112any enactment or rule of law which allow the shareholders themselves to convene general meetings.
F113Article 56
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Article 57
Save where this Regulation or, failing that, the law applicable to public limited-liability companies F114... requires a larger majority, the general meeting's decisions shall be taken by a majority of the votes validly cast.
Article 58
The votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or spoilt ballot paper.
Article 59
1.
F115Subject to regulation 59 of the 2004 Regulations amendment of F116a UK Societas's statutes shall require a decision by the general meeting taken by a majority which may not be less than two thirds of the votes cast, unless the law applicable to public limited-liability companies F117... requires or permits a larger majority.
F1182.
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3.
Amendments to F119a UK Societas's statutes shall be publicised in accordance with Article 13.
Article 60
1.
Where F120a UK Societas has two or more classes of shares, every decision by the general meeting shall be subject to a separate vote by each class of shareholders whose class rights are affected thereby.
2.
Where a decision by the general meeting requires the majority of votes specified in Article 59(1) or (2), that majority shall also be required for the separate vote by each class of shareholders whose class rights are affected by the decision.
TITLE IVANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS
Article 61
F121... F122A UK Societas shall be governed by the rules applicable to public limited-liability companies F123, or where it is a credit or financial institution or an insurance undertaking, the rules applicable to those institutions or undertakings F124... as regards the preparation of its annual and, where appropriate, consolidated accounts including the accompanying annual report and the auditing and publication of those accounts.
F125Article 62
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TITLE VWINDING UP, LIQUIDATION, INSOLVENCY AND CESSATION OF PAYMENTS
Article 63
F128Article 64
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Article 65
Without prejudice to F129any enactment or rule of law requiring additional publication, the initiation and termination of winding up, liquidation, insolvency or cessation of payment procedures and any decision to continue operating shall be publicised in accordance with Article 13.
Article 66
1.
2.
The conversion of F132a UK Societas into a public limited-liability company shall not result in the winding up of the company or in the creation of a new legal person.
3.
The management or administrative organ of the F133UK Societas shall draw up draft terms of conversion and a report explaining and justifying the legal and economic aspects of the conversion and indicating the implications of the adoption of the public limited-liability company for the shareholders and for the employees.
4.
The draft terms of conversion shall be publicised F134in accordance with regulation 86 of the 2004 Regulations at least one month before the general meeting called to decide thereon.
5.
Before the general meeting referred to in paragraph 6, one or more independent experts appointed or approved, in accordance with F135section 909 of the Companies Act 2006 (Expert's report (merger)) shall certify that the company has assets at least equivalent to its capital.
6.
The general meeting of the F136UK Societas shall approve the draft terms of conversion together with the statutes of the public limited-liability company. The decision of the general meeting shall be passed as laid down in F137section 907 of the Companies Act 2006 (approval of members of merging companies).
TITLE VIADDITIONAL AND TRANSITIONAL PROVISIONS
Article 67
1.
F1402.
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TITLE VIIFINAL PROVISIONS
F141Article 68
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F142Article 69
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Article 70
This Regulation shall enter into force on 8 October 2004.
F143...