PART 2Amendment of subordinate legislation

Amendment of the European Public Limited-Liability Company Regulations 2004I12

The European Public Limited-Liability Company Regulations 2004 M1 are amended in accordance with regulations 3 to 47.

I23

In regulation 2 (EC Directive and EC Regulation)—

a

in the heading omit “EC Directive and”;

b

omit the definition of “the EC Directive”.

I34

In regulation 3 (interpretation) M2—

a

in paragraph (1)—

i

in the definition of “SE”—

aa

after “EC Regulation M3” insert “ , as it had effect immediately before F1IP completion day, ”;

bb

omit “which is to be, or is,”;

ii

after the definition of “SE”, insert—

“UK Societas” means an SE on or after F1IP completion day.

b

in paragraphs (3) and (4)—

i

omit “or the EC Directive”;

ii

omit “or Directive”.

I45

In the heading to Part 2 (registration of SEs and the registrar etc.), for “SEs” substitute “ UK Societates ”.

I56

In regulation 4 (the registrar), for “an SE” substitute “ a UK Societas ”.

I67

Omit regulations 5 to 12.

I78

Before regulation 13 (documents sent to the registrar) insert—

Conversion of an SE to a UK Societas: obligations on the registrar12A

1

In respect of any SE which remains registered in the United Kingdom immediately before F2IP completion day, the registrar must—

a

amend the register, so that on and after F3IP completion day—

i

“UK Societas” replaces “SE” in the SE's name, and

ii

where appropriate, any use of “European Public Limited-Liability Company” or “Societas Europaea”, is replaced by “ United Kingdom Societas ”,

save that this shall not apply where this information is recorded in documents registered in respect of that SE before F3IP completion day;

b

within 21 days of F4IP completion day, issue to the UK Societas a certificate (a “certificate of conversion”) confirming that the UK Societas—

i

has been converted to a UK Societas on F4IP completion day pursuant to Articles AA1 and AAA1 of the EC Regulation,

ii

is governed by the law of—

aa

England and Wales, where its registered office is situated in England or Wales,

bb

Scotland, where its registered office is situated in Scotland, or

cc

Northern Ireland, where its registered office is situated in Northern Ireland.

2

The certificate in paragraph (1)(b)—

a

must be signed by the registrar or authenticated by the registrar's official seal; and

b

is conclusive evidence that on and after F5IP completion day the SE is a UK Societas.

3

Paragraphs (1) and (2) do not apply to an SE in respect of which a transfer proposal has been drawn up, delivered and published under Article 8 until such time as the registrar is satisfied that the transfer did not take effect before F6IP completion day.

4

Paragraph (5) applies in relation to an SE—

a

which immediately before F7IP completion day is registered in a Member State pursuant to a transfer of its registered office from the United Kingdom to that Member State in accordance with Article 12; but

b

whose registration in the United Kingdom has not been deleted in accordance with Article 8 before F7IP completion day.

5

The registrar must delete the registration of an SE to which this paragraph applies from the register as soon as reasonably practicable and must cause to be published in the Gazette notice of that deletion.

6

In this regulation, “Article 8” and “Article 12” mean Article 8 and Article 12 of the EC Regulation, as it had effect immediately before F8IP completion day.

References in the Companies Act 2006 to a certificate of incorporation12B

1

Following the conversion of an SE to a UK Societas, references in sections 80 (change of name: registration and issue of new certificate of incorporation), 1064 (public notice of issue of certificate of incorporation) and 1065 (right to certificate of incorporation) of the Companies Act 2006 M4 to a company's certificate of incorporation shall be construed as a reference to the certificate of conversion given under regulation 12A(1)(b).

2

A requirement in those sections for the registrar to issue a certificate of incorporation to a company shall—

a

be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and

b

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

I89

In regulation 13 (documents sent to the registrar) M5, omit paragraph (2).

I910

In regulation 13A (application of language requirements to documents relating to SEs) M6—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in paragraph (2)—

i

in sub-paragraph (b), in the substituted section (2)—

aa

omit sub-paragraphs (a) to (c);

bb

in sub-paragraph (d), for “those Regulations” substitute “ the European Public Limited-Liability Company Regulations 2004 ”;

cc

in sub-paragraph (e), for “SE” substitute “ UK Societas ”;

ii

in sub-paragraph (c), for “an SE” substitute “ a UK Societas ”;

c

in paragraph (3), for “an SE” substitute “ a UK Societas ”;

d

in paragraph (4) after “the EC Regulation”, insert “ as it had effect at the time of such delivery, ”;

e

omit paragraph (5).

I1011

In regulation 14 (application of the 2006 Act to the registration of SEs) M7—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in sub-paragraph (1)(a)—

i

for “SEs” substitute “ UK Societates ”;

ii

after “the EC Regulation”, insert “ , including as they had effect at the time of any such registration ”.

I1112

In regulation 15 (false statements in documents delivered to the registrar) M8—

a

in paragraph (a), omit “regulations 5 to 10 and”;

b

omit paragraph (b).

I1213

Omit regulations 55 to 58.

I1314

In regulation 59 (power of the management or administrative organ of an SE to amend statutes where in conflict with employee involvement arrangements (Article 12(4)))—

a

in the heading, for “an SE” substitute “ a UK Societas ”;

b

for “SE” substitute “ UK Societas ”.

I1415

In regulations 61, 62 and 64, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I1516

In regulation 65 (timing of the first general meeting of an SE (Article 54(1)))—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

for “an SE's” substitute “ its ”;

c

after “incorporation”, insert “ as an SE ”.

I1617

In regulation 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))—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

for “the SE's” substitute “the UK Societas's”.

I1718

In regulation 67 (SEs subject to law on public limited liability companies as regard the expression of their capital (Article 67(1)))—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

for “an SE” substitute “ a UK Societas ”.

I1819

Omit regulations 68 to 70.

I1920

In regulation 71 (publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65))—

a

in the heading, omit “8(12), 15(2),”;

b

omit paragraphs (3) and (4).

I2021

Omit regulations 72 to 74.

I2122

In regulation 75 (competent authorities) M9—

a

in paragraph (a), for “8, 54, 55 and 64” substitute “ 54 and 55 ”;

b

omit paragraphs (b) and (c).

I2223

In regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement) M10—

a

in paragraph (1)—

i

in sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

ii

in sub-paragraph (b), for “SE” substitute “ UK Societas ”;

b

in sub-paragraphs (2)(a)-(c), for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I2324

In regulation 77 (records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2)) M11—

a

for the heading substitute “ records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before F9IP completion day) ”;

b

for paragraph (1) substitute—

1

Where the registration of an SE is deleted under regulation 12A(5) following a transfer of its registered office to another Member State, the records of that SE kept by the registrar must continue to be kept by her for a period of twenty years following such a deletion.

c

in paragraph (2)—

i

after “regulation 11”, insert “ of these Regulations, as they had effect at the time of delivery ”;

ii

after “Article 8(8)”, insert “ of the EC Regulation, as it had effect at the time of issue, ”.

I2425

In regulation 78 (application of enactments to members of supervisory, management and administrative organs)—

a

in paragraph (1), for “SEs” substitute “ UK Societates ”;

b

in paragraph (5), for “SE” substitute “ UK Societas ”.

I2526

In regulation 79 (register of members of supervisory organ) M12—

a

in paragraph (1), for “SE” substitute “ UK Societas ”;

b

in paragraph (3), for “SE's” substitute “UK Societas's”;

c

in paragraph (4)—

i

in the words before sub-paragraph (a), for “SE” substitute “ UK Societas ”;

ii

in the words after sub-paragraph (b), for “SE's” substitute “UK Societas's”;

d

in paragraph (5), for “SE” substitute “ UK Societas ”;

e

in paragraph (6)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

f

in paragraph (10)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”.

I2627

In regulation 80 (particulars of members to be registered under regulation 79: individuals) M13—

a

in paragraph (1), in the words before sub-paragraph (a), for “an SE's” substitute “a UK Societas's”;

b

in paragraph (5), for “The SE's” substitute “The UK Societas's”.

I2728

In regulation 80A (particulars of members to be registered under regulation 79: corporate members and firms) M14—

a

for “an SE's” substitute “a UK Societas's”;

b

for paragraph (c) substitute—

c

in the case of a limited company that is a UK-registered company, the registered number;

I2829

In regulation 80B (register of residential addresses of members of an SE's supervisory organ) M15—

a

in the heading, for “an SE's” substitute “a UK Societas's”;

b

in paragraph (1), for “SE” substitute “ UK Societas ”;

c

in paragraph (3), for “SE's”, in both places, substitute “UK Societas's”;

d

in paragraph (4)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

e

in paragraph (7)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”.

I2930

In regulation 80C (duty to notify registrar of changes) M16—

a

in paragraph (1)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”;

b

in paragraphs (1A) and (2), for “SE's” substitute “UK Societas's”;

c

in paragraph (3)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for “SE's”, in both places, substitute “UK Societas's”;

d

in paragraph (3A), for “SE's” substitute “UK Societas's”;

e

in paragraph (4)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrences of “SE” substitute “ UK Societas ”.

I3031

In regulation 80D (protected information: restriction on use or disclosure by SE) M17—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

for “an SE” substitute “ a UK Societas ”.

I3132

In regulation 80DA (information within section 790ZF(2): restriction on use or disclosure by an SE) M18—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

after “regulations 5 to 10 and 85”, insert “ of these Regulations, as they had effect at the time such protected information was delivered to the registrar ”.

I3233

In regulation 80E (putting a member of the supervisory organ's address on the public record) M19—

a

for “an SE” substitute “ a UK Societas ”;

b

for “SE's”, in both places, substitute “UK Societas's”.

I3334

In regulation 81 (the SE as a body corporate) M20—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

in paragraph (1)—

i

for “an SE”, in both places, substitute “ a UK Societas ”;

ii

omit “whether or not registered in the United Kingdom”;

c

in paragraph (2), for “an SE” substitute “ a UK Societas ”.

I3435

In regulation 82 (notification of amendments to statutes and insolvency events (Articles 59(3) and 65)) M21—

a

in paragraph (1), for “SE” substitute “ UK Societas ”;

b

in paragraph (1A), for “SE's”, substitute “UK Societas's”;

c

in paragraph (2), for “SE” substitute “ UK Societas ”.

I3536

In regulation 83 (accounting reference period and financial year of transferring SE) M22—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

in paragraph (1), in the words before sub-paragraph (a)—

i

for “an SE transfers” substitute “ a UK Societas had before F10IP completion day, and while an SE, transferred ”;

ii

after “Article 8”, insert “of the EC Regulation, as it had effect at the time of that transfer, that UK Societas's”;

c

in sub-paragraph (1)(a), omit “its”;

d

in sub-paragraph (1)(b)—

i

omit “its”;

ii

for “SE” substitute “ UK Societas ”;

e

in sub paragraphs (2) and (3), for “transferring SE” substitute “ UK Societas ”.

I3637

Omit regulation 84.

I3738

In the heading to Part 7 (provisions relating to the conversion of an SE to a public company in accordance with Article 66 of the EC Regulation), for “an SE” substitute “ a UK Societas ”.

I3839

In regulation 85 (registration of a public company by the conversion of an SE) M23—

a

in the heading, for “an SE” substitute “ a UK Societas ”;

b

in paragraph (1)—

i

in the words before sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

ii

in sub-paragraph (d), for “SE” substitute “ UK Societas ”;

c

in paragraph (2), for “SE's” substitute “UK Societas's”;

d

in paragraphs (5), (8) and (9), for “SE”, in each place it occurs, substitute “ UK Societas ”;

e

in paragraph (11), sub-paragraph (a)—

i

for “SE” substitute “ UK Societas ”;

ii

after “registered” insert “ as an SE ”;

f

in paragraph (12), for “SE”, in both places, substitute “ UK Societas ”.

I3940

In regulation 85A (statement of compliance) M24, for “an SE” substitute “ a UK Societas ”.

I4041

In regulation 86 (publication of draft terms of conversion) M25, for “SE's” substitute “UK Societas's”.

I4142

In regulation 87 (registration under the 2006 Act) M26—

a

in paragraph (3)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”;

b

in paragraph (4), for “SE” substitute “ UK Societas ”.

I4243

In regulation 88 (effect of registration) M27, for “SE”, in each place it occurs, substitute “ UK Societas ”.

I4344

In regulation 89 (records of a converting SE) M28 for “SE”, in each place it occurs, substitute “ UK Societas ”.

I4445

In Schedule 1A (modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc) M29—

a

in paragraph 3, for “an SE”, in each place it occurs, substitute “ a UK Societas ”;

b

in paragraph 4(a)—

i

for “SE” substitute “ UK Societas ”;

ii

after “registration”, insert “ or its conversion from an SE ”;

c

in paragraph 4(b), for “an SE” substitute “ a UK Societas ”;

d

in paragraphs 5 and 6, for “an SE” substitute “ a UK Societas ”.

I4546

In Schedule 2 (provisions of the 2006 Act applying to the registration of SEs) M30—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in paragraphs 1, 2, 3 and 4, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I4647

In Schedule 4 (modifications of the Companies Acts etc) M31—

a

in paragraph 5, for “SE” substitute “ UK Societas ”;

b

in paragraph 11, for “SE”, in both places, substitute “ UK Societas ”.

Amendment of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009I4748

The European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 M32 are amended in accordance with regulations 49 to 65.

I4849

In regulation 3 (interpretation) M33—

a

in paragraph (1)—

i

omit the definitions of “absolute majority vote” and “agency worker”;

ii

for the definition of “employee involvement agreement” substitute—

“employee involvement agreement” means—

a

an agreement reached before F11IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the UK Societas,

b

an agreement reached before or after F11IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the SE,

c

an agreement reached after F11IP completion day following a special negotiating body having been reconvened under regulation 17 of these Regulations, which governs the arrangements for the involvement of employees within the UK Societas;

iii

for the definition of “information and consultation representative” substitute—

“information and consultation representatives” means representatives elected or appointed to act pursuant to information and consultation procedures established in an employee involvement agreement instead of a representative body;

iv

omit the definition of “participation”;

v

before the definition of “representative body” insert—

“Relevant State” means an EEA State or the United Kingdom;

vi

for the definition of “SE” substitute—

“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it has effect in EU law as amended from time to time;

vii

omit the definitions of “SE established by merger”, “SE established by formation of a holding company or subsidiary company” and “SE established by transformation”;

viii

for the definition of “standard rules on employee involvement” substitute—

“standard rules on employee involvement” means—

a

in respect of a UK Societas the rules on employee involvement which apply by virtue of regulation 19, as it had effect immediately before F12IP completion day,

b

in respect of an SE the rules laid down by the EEA State in which it has its registered office;

ix

omit the definitions of “suitable information relating to the use of agency workers”, “two thirds majority vote” and “UK members of the special negotiating body”;

x

at the end, insert—

“UK Societas” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F13IP completion day, which on F13IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

b

in paragraph (2)—

i

after “the EC Directive”, insert “ , subject to the stated modifications ”;

ii

for “information” substitute—

“information”, read as if—

a

for “Member State” there were substituted “ Relevant State ”,

b

after each occurrence of “SE” there were inserted “ or the UK Societas ”

iii

after “consultation” insert “, read as if after each occurrence of “ SE ” there were inserted “or the UK Societas”;

c

after paragraph (2) insert—

2A

Where an employee involvement agreement was reached before F14IP completion day for a UK Societas, or where the standard rules on employee involvement apply in respect of that UK Societas, on and after F14IP completion day any reference to an “EEA State” in that agreement or those rules, insofar as they apply to that UK Societas, must, where appropriate, be read as if they were to “an EEA State and the United Kingdom.

d

omit paragraph (4).

I4950

In regulation 4 (application of these regulations)—

a

for paragraph (1) substitute—

1

These Regulations apply in respect of a UK Societas.

b

omit paragraph (2);

c

in paragraph (3), for sub-paragraph (d) substitute—

d

an employee of an SE or a representative of such an employee.

I5051

Omit regulations 5 to 16.

I5152

In regulation 17 (decision not to open, or to terminate, negotiations)—

a

omit paragraphs (1) and (2);

b

in paragraph (3)—

i

omit sub-paragraphs (a) and (b);

ii

in sub-paragraph (c), for “the special negotiating body” substitute “ a special negotiating body ”;

c

in paragraph (4)—

i

for sub-paragraph (b) substitute—

b

by at least 10% of the employees of the UK Societas and its subsidiaries, or by employees' representatives representing at least that percentage of those employees;

ii

in sub-paragraph (c)(ii)—

aa

omit “every participating company or, where the SE has been registered,”;

bb

for “SE” substitute “ UK Societas ”;

iii

after paragraph (c), insert—

d

references in this regulation to paragraph (1) and regulation 16(4) are to those provisions in these Regulations, as they had effect at the time of that decision and publication.

I5253

Omit regulations 18 and 19.

I5354

In regulation 20 (disputes about the operation of an employee involvement agreement or the standard rules on employee involvement)—

a

in paragraph (1), for “or of the SE” substitute “ , the SE or the UK Societas ”;

b

in sub-paragraphs (3)(b), (4)(b), (5)(a) and in both places in the words before sub-paragraph (a) of paragraph (7), after “the SE”, insert “ or the UK Societas ”;

c

in paragraph (9), for “or the SE” substitute “ , the SE or the UK Societas ”.

I5455

In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.

I5556

In regulation 22 (misuse of procedures)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a)—

aa

for “or an SE” substitute “ , an SE or a UK Societas ”;

bb

after “the SE”, insert “ or the UK Societas ”;

ii

in sub-paragraph (a)—

aa

after “the SE”, insert “ or the UK Societas ”;

bb

for the second occurrence of “its” substitute “ their ”;

b

in sub-paragraph (2)(b), after “its registration”, insert “as an SE (including registration as an SE which subsequently converted to a UK Societas on F15IP completion day);

c

in sub-paragraph (3)(b), after “the SE”, insert “ or the UK Societas ”.

I5657

In regulation 24 (breach of statutory duty), in paragraph (1)—

a

after sub-paragraph (a), insert—

aa

a UK Societas,

b

in sub-paragraph (b), after “an SE”, insert “ or a UK Societas ”.

I5758

In regulation 25 (withholding of information)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a), after “neither an SE”, insert “ , nor a UK Societas, ”;

ii

in sub-paragraph (a), after “the SE”, in both places, insert “ or the UK Societas, ”;

b

in paragraph (2)—

i

in the words before sub-paragraph (a), after “the SE” insert “ , the UK Societas ”;

ii

in the words after sub-paragraph (b), after “the SE”, in both places, insert “ , UK Societas ”.

I5859

In regulation 26 (right to time off for members of special negotiating body etc.) in sub-paragraph (1)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas, ”.

I5960

In regulation 29 (unfair dismissal)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I6061

In regulation 31 (detriment)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I6162

In regulation 34 (CAC proceedings)—

a

in the words before sub-paragraph (3)(a)—

i

omit “participating company,”;

ii

for “SE” substitute “ UK Societas ”;

b

in the words before sub-paragraph (4)(a)—

i

omit “participating company or”;

ii

for “an SE” substitute “ a UK Societas ”.

I6263

In regulation 35 (appeal tribunal: location of certain proceedings under these regulations), in sub-paragraphs (1)(a) and (1)(b)—

a

omit “participating company,”;

b

for “SE” substitute “ UK Societas ”.

I6364

In regulation 41 (existing employee involvement rights)—

a

in paragraph (1)—

i

after “an SE” for “, its” substitute “ or a UK Societas, or their ”;

ii

for “EEA State” substitute “ Relevant State ”;

iii

after “registration of the SE” insert “ (including an SE which converted to a UK Societas on F16IP completion day) ”;

b

after paragraph (2) insert—

2A

In this regulation “participation” means the influence of the representative body and the employees' representatives in the SE or the UK Societas by way of the right to—

a

elect or appoint some of the members of the SE or the UK Societas's supervisory or administrative organ, or

b

recommend or oppose the appointment of some or all of the members of the SE or the UK Societas's supervisory or administrative organ.

I6465

Omit the Schedule.

Amendment of the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009I6566

The European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 M34 are amended in accordance with regulations 67 to 82.

I6667

In regulation 3 (interpretation) M35—

a

in paragraph (1)—

i

omit the definitions of “absolute majority vote” and “agency worker”;

ii

for the definition of “employee involvement agreement” substitute—

“employee involvement agreement” means—

a

an agreement reached before F17IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the UK Societas,

b

an agreement reached before or after F17IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the SE,

c

an agreement reached after F17IP completion day following a special negotiating body having been reconvened under regulation 17 of these Regulations, which governs the arrangements for the involvement of employees within the UK Societas;

iii

for the definition of “information and consultation representative” substitute—

“information and consultation representatives” means representatives elected or appointed to act pursuant to information and consultation procedures established in an employee involvement agreement instead of a representative body;

iv

omit the definition of “participation”;

v

before the definition of “representative body” insert—

“Relevant State” means an EEA State or the United Kingdom;

vi

for the definition of “SE” substitute—

“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it has effect in EU law as amended from time to time;

vii

omit the definitions of “SE established by merger”, “SE established by formation of a holding company or subsidiary company” and “SE established by transformation”;

viii

for the definition of “standard rules on employee involvement” substitute—

“standard rules on employee involvement” means—

a

in respect of a UK Societas the rules on employee involvement which apply by virtue of regulation 19, as it had effect immediately before F18IP completion day,

b

in respect of an SE the rules laid down by the EEA State in which it has its registered office;

ix

omit the definitions of “suitable information relating to the use of agency workers”, “two thirds majority vote” and “UK members of the special negotiating body”;

x

at the end, insert—

“UK Societas” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F19IP completion day, which on F19IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

b

in paragraph (2)—

i

after “the EC Directive”, insert “ , subject to the stated modifications ”;

ii

for “information” substitute—

“information”, read as if—

a

for “Member State”, there were substituted “ Relevant State ”,

b

after each occurrence of “SE” there were inserted “ or the UK Societas ”

iii

after “consultation” insert “, read as if after each occurrence of “ SE ” there were inserted “or the UK Societas”;

c

after paragraph (2) insert—

2A

Where an employee involvement agreement was reached before F20IP completion day for a UK Societas, or where the standard rules on employee involvement apply in respect of that UK Societas, on and after F20IP completion day, any reference to an “EEA State” in that agreement or those rules, insofar as they apply to that UK Societas, must, where appropriate, be read as if they were to “an EEA State and the United Kingdom.

d

omit paragraph (4).

I6768

In regulation 4 (application of these regulations)—

a

for paragraph (1) substitute—

1

These Regulations apply in respect of a UK Societas.

b

omit paragraph (2);

c

in paragraph (3), for sub-paragraph (c) substitute—

d

an employee of an SE or a representative of such an employee.

I6869

Omit regulations 5 to 16.

I6970

In regulation 17 (decision not to open, or to terminate, negotiations)—

a

omit paragraphs (1) and (2);

b

in paragraph (3)—

i

omit sub-paragraphs (a) and (b);

ii

in sub-paragraph (c), for “the special negotiating body” substitute “ a special negotiating body ”;

c

in paragraph (4)—

i

for sub-paragraph (b) substitute—

b

by at least 10% of the employees of the UK Societas and its subsidiaries, or by employees' representatives representing at least that percentage of those employees;

ii

in sub-paragraph (c)(ii)—

aa

omit “every participating company or, where the SE has been registered,”;

bb

for “SE” substitute “ UK Societas ”;

iii

after paragraph (c), insert—

d

references in this regulation to paragraph (1) and regulation 16(4) are to those provisions in these Regulations, as they had effect at the time of that decision and publication.

I7071

Omit regulations 18 and 19.

I7172

In regulation 20 (disputes about the operation of an employee involvement agreement or the standard rules on employee involvement)—

a

in paragraph (1), for “or of the SE” substitute “ , the SE or the UK Societas ”;

b

in sub-paragraphs (3)(b), (4)(b), (5)(a) and in both places in the words before sub-paragraph (a) of paragraph (7), after “the SE”, insert “ or the UK Societas ”;

c

in paragraph (9), for “or the SE” substitute “ , the SE or the UK Societas ”.

I7273

In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.

I7374

In regulation 22 (misuse of procedures)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a)—

aa

for “or an SE” substitute “ , an SE or a UK Societas ”;

bb

after “the SE”, insert “ or the UK Societas ”;

ii

in sub-paragraph (a)—

aa

after “the SE”, insert “ or the UK Societas ”;

bb

for the second occurrence of “its” substitute “ their ”;

b

in sub-paragraph (2)(b), after “its registration”, insert “as an SE (including registration as an SE which subsequently converted to a UK Societas on F21IP completion day);

c

in sub-paragraph (3)(b), after “the SE”, insert “ or the UK Societas ”.

I7475

In regulation 24 (breach of statutory duty), in paragraph (1)—

a

after sub-paragraph (a), insert—

aa

a UK Societas,

b

in sub-paragraph (b), after “an SE”, insert “ or a UK Societas ”.

I7576

In regulation 25 (withholding of information)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a), after “neither an SE”, insert “ , nor a UK Societas, ”;

ii

in sub-paragraph (a), after “the SE”, in both places, insert “ or the UK Societas, ”;

b

in paragraph (2)—

i

in the words before sub-paragraph (a), after “the SE” insert “ , the UK Societas ”;

ii

in the words after sub-paragraph (b), after “the SE”, in both places, insert “ , UK Societas ”.

I7677

In regulation 26 (right to time off for members of special negotiating body etc.) in sub-paragraph (1)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas, ”.

I7778

In regulation 29 (unfair dismissal)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I7879

In regulation 31 (detriment)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I7980

In regulation 34 (Industrial Court proceedings), in the words before sub-paragraph (3)(a)—

a

omit “participating company,”;

b

for “SE” substitute “ UK Societas ”.

I8081

In regulation 39 (existing employee involvement rights)—

a

in paragraph (1)—

i

after “an SE” for “, its” substitute “ or a UK Societas, or their ”;

ii

for “EEA State” substitute “ Relevant State ”;

iii

after “registration of the SE” insert “ (including an SE which converted to a UK Societas on F22IP completion day) ”;

b

after paragraph (2) insert—

2A

In this regulation “participation” means the influence of the representative body and the employees' representatives in the SE or the UK Societas by way of the right to—

a

elect or appoint some of the members of the SE or the UK Societas's supervisory or administrative organ, or

b

recommend or oppose the appointment of some or all of the members of the SE or the UK Societas's supervisory or administrative organ.

I8182

Omit the Schedule.

Amendment of the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012I8283

The Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 M36 are amended in accordance with regulations 84 to 86.

I8384

In regulation 2 (interpretation) M37—

a

before the definition of “the 2006 Act” insert—

“the EC Regulation means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company;

b

omit the definition of “SE”;

c

after the definition of “XML Gateway” and “XML” insert—

“UK Societas” means a European Public Limited-Liability Company, within the meaning of the EC Regulation, as it had effect immediately before F23IP completion day, which was registered in the United Kingdom and which on F23IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

I8485

In regulation 3 (fees payable in respect of functions relating to the registration of documents by the registrar), for “SEs” substitute “ UK Societates ”.

I8586

In Schedule 1 (the performance of functions relating to the registration of documents by the registrar) M38—

a

for the heading to paragraph 1 substitute “ Words and expressions used in the EC Regulation ”;

b

in paragraph 1 (meaning of “the EC Regulation” and words and expressions used in those Regulations)—

i

omit sub-paragraph (1);

ii

in paragraph (2)—

aa

for “enactment set out in sub-paragraph (1)” substitute “ EC Regulation ”;

bb

for “those enactments” substitute “ that enactment ”;

c

in paragraph 6 (European public limited liability companies)—

i

for the heading substitute “ UK Societates ”;

ii

in the words before sub-paragraph (a), for “SEs” substitute “ UK Societates ”;

iii

omit sub-paragraph (a);

iv

in sub-paragraph (b), for “an SE” substitute “ a UK Societas ”;

v

omit sub-paragraph (c).

Amendment of the European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016I8687

The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 M39, are amended in accordance with regulations 88 to 95.

I8788

In regulation 2 (interpretation)—

a

in the definition of “SE”, for “which is to be, or is, registered in the United Kingdom” substitute “ , as it had effect immediately before F24IP completion day, which was registered in the United Kingdom ”;

b

after the definition of “SE” insert—

“UK Societas” means an SE which on F25IP completion day converted to a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute of a European Company.

I8889

Omit regulation 4.

I8990

In regulation 5—

a

for “SEs” substitute “ UK Societates ”;

b

in the substituted section (c), after “2004” insert “ as they had effect when the statement was delivered ”.

I9091

In regulation 6, for “SEs” substitute “ UK Societates ”.

I9192

In the heading to Part 4 (modification of the 2016 Regulations in their application to SEs), for “SEs” substitute “ UK Societates ”.

I9293

For regulation 7 substitute—

7

The 2016 Regulations must be read as though regulations 27 (application by a subscriber to a memorandum of association requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agency) and 38 (application by a subscriber to a memorandum of association requiring the registrar to refrain from using or disclosing an individual's secured information) were omitted.

I9394

Omit regulation 8.

I9495

In regulation 9 M40—

a

for “SEs” substitute “ UK Societates ”;

b

in paragraph (3), after “regulation 38”, insert “ as it had effect before F26IP completion day”.