The European Public Limited-Liability Company (Amendment) Regulations 2009

EXPLANATORY NOTE

(This note is not part of the Regulations)

Council Regulation 2157/2001 on the Statute for a European Company (“the Regulation”) provides for the creation of a form of public limited-liability company, the Societas Europaea, known as the “SE”. It is governed by the Regulation and, in respect of matters where the Regulation so provides, by the law applying to public limited-liability companies of the Member State in which it is, or is proposed to be, registered. The Regulation, although directly applicable in the territory of the European Community, obliges Member States to make arrangements in relation to SEs which register in their territory. These arrangements are contained in the European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326) (“the Principal Regulations”) for Great Britain and in the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 417) (“the Northern Ireland Regulations”) for Northern Ireland.

These Regulations make amendments to the Principal Regulations. Some of the amendments are consequential on the extension of the Principal Regulations to Northern Ireland, and the revocation of the Northern Ireland Regulations by section 1285 of the Companies Act 2006 (c.46). Other amendments replace references to provisions of the Companies Act 1985 (c.6) with references to the equivalent provisions of the Companies Act 2006. Other amendments are consequential on changes to United Kingdom company law and reflect changes made to company law by the Companies Act 2006. In addition, Part 3 of the Principal Regulations, which relates to the involvement of employees in relation to the running of an SE, is omitted and is re-enacted with modifications in the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 (S.I. 2009/2401). The equivalent provisions for Northern Ireland are now contained in the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 (S.I. 2009/2402).

These Regulations also prescribe new forms for SEs which replace those currently contained in the Principal Regulations. The new forms are set out in Schedule 1 to these Regulations.

Regulation 60 of the Principal Regulations (opposition of competent authority to company’s participation in merger) is omitted (see regulation 19 of these Regulations).

An Impact Assessment of the effect that the Principal Regulations would have on the costs of business was prepared and placed in the library of both Houses of Parliament, as were transposition notes. These documents can be obtained from the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET, and can be downloaded from http:\\www.opsi.gov.uk/si/em_20042326_en.pdf. No further Impact Assessment has been produced.