PART 3 U.K.Amendment of retained direct EU legislation

97.  Before Article 1 insert—

“Article A1U.K.

In this Regulation—

“the 2004 Regulations” means the European Public Limited-Liability Company Regulations 2004 M1;

“the 2009 Employee Involvement (GB) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 M2;

“the 2009 Employee Involvement (NI) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 M3;

“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006 M4;

“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of this regulation, as it had effect immediately before [F1IP completion day] and means an SE registered in the United Kingdom.

Article AA1U.K.

1.  On [F2IP completion day] every SE which remains registered in the United Kingdom immediately before [F2IP completion day] converts to a United Kingdom Societas (or UK Societas), and on and after [F2IP 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 [F3IP 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 M5 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 retained EU 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 [F4IP 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 [F4IP completion day],

in accordance with Article 8 of this Regulation, as it applied immediately before [F4IP completion day].

6.  The provisions of Article 59 are disapplied for the purposes of this regulation.

Article AAA1U.K.

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.”.

Textual Amendments

Commencement Information

I1Reg. 97 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M5OJ No. L 294, 10.11.2001, p. 22.