The European Public Limited-Liability Company Regulations (Northern Ireland) 2004

Regulations 5, 6, 7, 8, 9, 10, 11, 66, 68, 70, 77, 80, 83 and 84

SCHEDULE 1 FORMS

Regulation 14

SCHEDULE 2 PROVISIONS OF THE 1986 ORDER APPLYING TO THE REGISTRATION OF SEs

1.  Article 653(4) and (5)(1) (registrar).

2.  Article 654(2) (registered numbers) applies in relation to SEs as it applies in relation to companies, as if it referred to the allocation of a number to an SE.

3.  Articles 655(3), 656A(4) and 656B(5) (documents delivered to the registrar etc.) apply to documents delivered to the registrar under these Regulations as they apply to documents etc. delivered to the registrar under the 1986 Order.

4.  Article 662(6) (enforcement of duty to make returns) applies to a default in complying with any provision of these Regulations requiring the delivery of documents, or the giving of notice, to the registrar as it applies to a default in complying with a provision of the 1986 Order.

Regulations 16(1) and 32

SCHEDULE 3 STANDARD RULES ON EMPLOYEE INVOLVEMENT

Part 1: Composition of the representative body

1.  The management of the SE shall arrange for the establishment of a representative body in accordance with the following provisions –

(a) the representative body shall be composed of employees of the SE and its subsidiaries and establishments;

(b) the representative body shall be composed of one member for each 10% or fraction thereof of employees of the SE, its subsidiaries and establishments employed for the time being in each EEA state;

(c) the members of the representative body shall be elected or appointed by the members of the special negotiating body; and

(d) the election or appointment shall be carried out by whatever method the special negotiating body decides.

2.  Where its size so warrants, the representative body shall elect a select committee from among its members comprising at most three members.

3.  The representative body shall adopt rules of procedure.

4.  The representative body shall inform the competent organ of the SE of the composition of the representative body and any changes in its composition.

5.—(1) Four years after its establishment, the representative body shall decide whether to open negotiations with the competent organ of the SE to reach an employee involvement agreement or whether the standard rules in Part 2 and, where applicable, Part 3 of this Schedule shall continue to apply.

(2) Where a decision is taken under sub-paragraph (1) to open negotiations, regulations 27 to 29 and 31 shall apply to the representative body as they apply to the special negotiating body.

Part 2: Standard rules for information and consultation

6.—(1) The competence of the representative body shall be limited to questions which concern the SE itself and any of its subsidiaries or establishments in another EEA state or which exceed the powers of the decision-making organ in a single EEA state.

(2) For the purpose of informing and consulting under sub-paragraph (1) the competent organ of the SE shall –

(a) prepare and provide to the representative body regular reports on the progress of the business of the SE and SE’s prospects;

(b) provide the representative body with the agenda for meetings of the administrative or, where appropriate, the management or supervisory organs and copies of all documents submitted to the general meeting of its shareholders;

(c) inform the representative body when there are exceptional circumstances affecting the employees' interests to a considerable extent, particularly in the event of relocations, transfers, the closure of establishments or undertakings or collective redundancies.

(3) (a) The competent organ shall, if the representative body so desires, meet with that body without prejudice to sub-paragraph (b), at least once a year to discuss the reports referred to in sub-paragraph (2)(a). The meetings shall relate in particular to the structure, economic and financial situation, the probable development of business and of production and sales, the situation and probable trend of employment, investments and substantial changes concerning organisation, introduction of new working methods or production processes, transfers of production, mergers, cut-backs or closures of undertakings, establishments or important parts thereof and collective redundancies;

(b) in the circumstances set out in sub-paragraph (2)(c), the representative body may decide, for reasons of urgency, to allow the select committee to meet the competent organ and it shall have the right to meet a more appropriate level of management within the SE rather than the competent organ itself;

(c) in the event of the competent organ not acting in accordance with the opinion expressed by the representative body, the two bodies shall meet again to seek an agreement, if the representative body so wishes.

(4) In the circumstances set out in sub-paragraph (3)(b), if the select committee attends the meeting, any other members of the representative body who represent employees who are directly concerned by the measures being discussed also have the right to participate in the meeting.

(5) Before any meeting referred to in sub-paragraph (3), the members of the representative body or the select committee, as the case may be, shall be entitled to meet without the representatives of the competent organ being present.

(6) Without prejudice to regulations 37 and 38, the members of the representative body shall inform the employees' representatives or, if no such representatives exist, the employees of the SE and its subsidiaries and establishments, of the content and outcome of the information and consultation procedures.

(7) The representative body and the select committee may be assisted by experts of its choice.

(8) The costs of the representative body shall be borne by the SE which shall provide the members of that body with financial and material resources needed to enable them to perform their duties in an appropriate manner, including (unless agreed otherwise) the cost of organising meetings, providing interpretation facilities and accommodation and travelling expenses. However, where the representative body or the select committee is assisted by more than one expert the SE is not required to pay the expenses of more than one of them.

Part 3: Standard rules for participation

7.—(1) In the case of an SE established by transformation, if the rules of a EEA state relating to employee participation in the administrative or supervisory body applied before registration, all aspects of employee participation shall continue to apply to the SE. Sub-paragraph (2) shall apply mutatis mutandis to that end.

(2) In the case where an SE is established other than by transformation and where the employees or their representatives of at least one of the participating companies had participation rights, the representative body shall have the right to elect, appoint, recommend or oppose the appointment of a number of members of the administrative or supervisory body of the SE, such number shall be equal to the highest proportion in force in the participating companies concerned before the registration of the SE.

(3) (a) Subject to head (b), the representative body shall, taking into account the proportion of employees of the SE employed in each EEA state, decide on the allocation of seats within the administrative or supervisory body;

(b) In making the decision set out in head (a), if the employees in one or more EEA state are not covered by the proportional criterion set out in head (a), the representative body shall appoint a member from one of those EEA states including one from the EEA state in which the SE is registered, if appropriate;

(c) Every member of the administrative body or, where appropriate, the supervisory body of the SE who has been elected, appointed or recommended by the representative body or the employees shall be a full member with the same rights and obligations as the members representing shareholders, including the right to vote.

Regulations 83 and 86

SCHEDULE 4 MODIFICATIONS OF THE 1986 ORDER AND THE INSOLVENCY (NORTHERN IRELAND) ORDER 1989

Modifications applying before registration

1.—(1) The converting SE’s memorandum and articles of association shall not have names subscribed on them.

(2) Article 13(4)(b) and (c), (5) and (5A) of the 1986 Order(7) (memorandum of association: subscribers) shall not apply.

(3) In Article 18 of the 1986 Order(7) (articles of association) the following shall not apply –

(a) the requirement in paragraph (1) for signature by the subscribers to the memorandum,

(b) paragraph (3)(c), and

(c) paragraph (4).

(4) Article 21 of the 1986 Order (documents to be sent to registrar) shall not apply.

Modifications applying on or after registration

2.  A reference to a company’s incorporation shall be construed as a reference to the registration of a converting SE’s memorandum and articles of association.

3.  A reference to documents delivered under the 1986 Order shall be taken to include a reference to documents delivered under regulation 83.

4.—(1) A reference to a company’s certificate of incorporation shall be construed as a reference to the certificate given under regulation 85(3).

(2) A requirement for the registrar 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 85(3), and

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

5.  In Article 3 of the 1986 Order (definition of company), and in other legislation relating to companies, any reference to a company formed and registered under that Order shall have effect as if the reference to formation were omitted.

Effect of registration

6.  Article 24 of the 1986 Order(8) (effect of registration) shall not apply.

7.  Article 32(1) of the 1986 Order (definition of “member”) shall not apply.

Use of “limited”

8.  In Article 44 of the 1986 Order (penalty for improper use of “limited”) the reference to incorporation with limited liability shall be construed as a reference to registration as a company with limited liability.

Certificate as to share capital

9.  The following provisions shall not apply –

(a) Article 127 of the 1986 Order(9) (public company share capital requirements), and

(b) Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (winding up by the High Court: lack of certificate under Article 127 of 1986 Order).

Fees

10.  In any regulations made under Article 657 of the 1986 Order(10) a reference to a certificate of incorporation shall be construed as including a reference to –

(a) a certificate under regulation 85(3), and

(b) a certificate issued in accordance with paragraph 4(2).

Accounting reference date

11.  No modification made under this Schedule shall affect the determination of the accounting reference date of a converting SE by the application of Article 232(3A) of the 1986 Order(11), by virtue of Article 61, or of regulation 81 prior to the registration of the converting SE under regulation 85.

(1)

Paragraphs (4) and (5) were inserted by Article 18 of, and paragraph 4(3) of Schedule 5 to, the Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))

(2)

Article 654 was substituted by Article 78 of, and paragraph 13 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)), and amended by S.R. 1993 No. 198

(3)

Article 655 was substituted by Article 59(1) of the Companies (No. 2) (Northern Ireland) Order 1990 and amended by S.R. 1993 No. 198 and S.R. 2003 No. 3

(4)

Article 656A was inserted into the 1986 Order by Article 60(1) of the Companies (No. 2)(Northern Ireland) Order 1990

(5)

Article 656B was inserted into the 1986 Order by S.R. 2003 No. 3

(6)

Article 662 was amended by Article 61(4) of the Companies (No. 2) (Northern Ireland) Order 1990

(7)

Articles 13 and 18 were amended by S.R. 2003 No. 3

(8)

Article 24 was amended by Article 381 of, and paragraph 3 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))

(9)

Article 127 was amended by S.R. 2003 No. 3

(10)

Article 657 was amended by Articles 61(2) and 113 of, and Schedule 6 to, the Companies (No. 2)(Northern Ireland) Order 1990, and by Article 15 of the Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))

(11)

Article 232 was inserted into the 1986 Order by Article 5 of the Companies (Northern Ireland) Order 1990 (S.I. 1990/593(N.I. 5)) in place of an existing Article of that number, and amended by S.R. 1997 No. 314