The European Public Limited-Liability Company Regulations 2004

PART 2 E+W+S REGISTRATION OF SEs AND THE REGISTRAR ETC.

The registrar E+W+S

4.  The registrar has the functions conferred by this Part in relation to the registration, or the deletion of the registration, of an SE.

Registration of an SE formed by merger in accordance with Article 2(1) E+W+S

5.  Where it is proposed to register an SE formed by merger in accordance with Article 2(1) there shall be delivered to the registrar a registration form in [F1 Form SE FM01]F2 ... set out in Schedule 1 together with the documents specified in respect of [F3 that Form].

Textual Amendments

F1 Words in reg. 5 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 6(a) (with reg. 2)

F2 Words in reg. 5 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 6(b) (with reg. 2)

F3 Words in reg. 5 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 6(c) (with reg. 2)

Registration of the formation of a holding SE in accordance with Article 2(2) E+W+S

6.  Where it is proposed to register a holding SE formed in accordance with Article 2(2) there shall be delivered to the registrar a registration form in [F4 Form SE FM02]F5 ... set out in Schedule 1 together with the documents specified in respect of [F6 that Form].

Textual Amendments

F4 Words in reg. 6 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 7(a) (with reg. 2)

F5 Words in reg. 6 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 7(b) (with reg. 2)

F6 Words in reg. 6 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 7(c) (with reg. 2)

Registration of the formation of a subsidiary SE in accordance with Article 2(3) E+W+S

7.  Where it is proposed to register a subsidiary SE formed in accordance with Article 2(3) there shall be delivered to the registrar a registration form in [F7 Form SE FM03]F8 ... set out in Schedule 1 together with the documents specified in respect of [F9 that Form].

Textual Amendments

F7 Words in reg. 7 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 8(a) (with reg. 2)

F8 Words in reg. 7 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 8(b) (with reg. 2)

F9 Words in reg. 7 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 8(c) (with reg. 2)

Registration of an SE by the transformation of a public company in accordance with Article 2(4) E+W+S

8.  Where it is proposed to register an SE by the transformation of a public company in accordance with Article 2(4) there shall be delivered to the registrar a registration form in [F10 Form SE FM04]F11 ... set out in Schedule 1 together with the documents specified in respect of [F12 that Form].

Textual Amendments

F10 Words in reg. 8 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 9(a) (with reg. 2)

F11 Words in reg. 8 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 9(b) (with reg. 2)

F12 Words in reg. 8 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 9(c) (with reg. 2)

Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2) E+W+S

9.—(1) Where it is proposed to register an SE formed as the subsidiary of an SE in accordance with Article 3(2) there shall be delivered to the registrar a registration form in [F13 Form SE FM05]F14 ... set out in Schedule 1 together with the documents specified in respect of [F15 that Form].

(2) The reference to an SE, a subsidiary of which is to be registered under this regulation, includes a reference to an SE whose registered office is in another Member State.

Textual Amendments

F13 Words in reg. 9(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 10(a) (with reg. 2)

F14 Words in reg. 9(1) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 10(b) (with reg. 2)

F15 Words in reg. 9(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 10(c) (with reg. 2)

Registration of an SE on the transfer of its registered office to [F16 the United Kingdom] in accordance with Article 8 E+W+S

10.  Where it is proposed to transfer to [F17 the United Kingdom] the registered office of an SE whose registered office is situated in another Member State there shall be delivered to the registrar a registration form in respect of that SE in [F18 Form SE TR02]F19 ... set out in Schedule 1 together with the documents specified in respect of [F20 that Form].

Textual Amendments

F16 Words in reg. 10 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 11(a) (with reg. 2)

F17 Words in reg. 10 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 11(a) (with reg. 2)

F18 Words in reg. 10 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 11(b) (with reg. 2)

F19 Words in reg. 10 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 11(c) (with reg. 2)

F20 Words in reg. 10 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 11(d) (with reg. 2)

Certificate of the competent authority under Article 8(8) E+W+S

11.  Where it is proposed to transfer the registered office of an SE from [F21 the United Kingdom] to another Member State there shall be delivered to the Secretary of State for the purposes of applying for the issue of a certificate under Article 8(8), a transfer form in [F22 Form SE TR03] set out in Schedule 1 together with the documents specified in that Form.

Textual Amendments

F21 Words in reg. 11 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 12(a) (with reg. 2)

F22 Words in reg. 11 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 12(b) (with reg. 2)

Registration of an SE E+W+S

12.  The registrar shall register an SE formed or transformed under the provisions of Articles 2 and 3 or an SE whose registered office is transferred to [F23 the United Kingdom] under Article 8 where she is satisfied that all the requirements of these Regulations and the EC Regulation in respect of such formation, transformation or transfer of an SE, as the case may be, have been complied with in respect of that SE.

Textual Amendments

F23 Words in reg. 12 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 13 (with reg. 2)

Documents sent to the registrar E+W+S

13.— [F24 (1) The registrar shall retain any document delivered to the registrar under any provision of these Regulations or the EC Regulation.

(1A) Any reference in the 2006 Act to “the register” is to be read as including a reference to—

(a) the documents required to be retained by the registrar under paragraph (1), and

(b) records of the information contained in those documents.

(1B) In the application of the 2006 Act in relation to those documents and records by virtue of paragraph (1A), the provisions specified in Schedule 1A to these Regulations have effect with the modifications specified in relation to each such provision in that Schedule.]

(2) For the purposes of this regulation documents delivered to the Secretary of State under regulation 11 shall be treated as documents delivered to the registrar on the deletion of the registration of the SE making the application under the regulation and the provisions of regulation 14 will apply accordingly.

Textual Amendments

F24 Reg. 13(1)-(1B) substituted for reg. 13(1) (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 14 (with reg. 2)

[F25 Application of language requirements to documents relating to SEs E+W+S

13A.— (1) The following provisions of the 2006 Act apply in relation to documents required to be delivered to the registrar under these Regulations or the EC Regulation—

(a) section 1103 (documents to be drawn up and delivered in English);

(b) section 1105 (documents that may be drawn up and delivered in other languages);

(c) section 1107 (certified translations).

(2) In the application of the provisions listed in paragraph (1) in relation to the documents referred to in that paragraph—

(a) section 1103 applies as if the reference to section 1104 of the 2006 Act were omitted;

(b) section 1105 applies as if for subsections (2) and (3) there were substituted—

“(2) This section applies to—

(a) documents specified in respect of any of the Forms mentioned in regulations 5 to 11 of the European Public Limited-Liability Company Regulations 2004 (provisions relating to registration etc);

(b) copies of transfer proposals required to be delivered under regulation 68(1)(a) of those Regulations (publication of terms of transfer);

(c) copies of draft terms required to be delivered under regulation 68(2)(a) or (3)(a) of those Regulations (publication of terms for formation of holding SE or conversion of company into SE);

(d) copies of amendments to statutes required to be delivered under regulation 82(1)(a) of those Regulations (notification of amendments to statutes);

(e) documents required to be delivered with Form SE CV01 under regulation 85 of those Regulations (registration of a public company by conversion of SE);

(f) copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion).”;

(c) section 1107 applies as if any reference to a company were a reference to an SE.

(3) Section 1106(1) and (4) of the 2006 Act (voluntary filing of translations), and any provision of regulations made under section 1106(2) which specifies the languages in relation to which the facility in section 1106(1) is available, apply in relation to documents within paragraph (4), as if any reference to a company were a reference to an SE.

(4) The documents referred to in paragraph (3) are documents that are or have been delivered to the registrar under these Regulations or the EC Regulation on or after 1st January 2007.

(5) For the purposes of this regulation documents required to be delivered to the Secretary of State under regulation 11 shall be treated as documents required to be delivered to the registrar under that regulation.]

Textual Amendments

F25 Reg. 13A inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 15 (with regs. 2, 15(2))

[F26 Application of the 2006 Act to the registration of SEs] E+W+S

14.— [F27 (1)] The provisions of [F28 the 2006 Act] specified in Schedule 2 to these Regulations shall apply in respect of

(a) the registration or the deletion of registration of SEs under these Regulations and the EC Regulation;

(b) the functions of the registrar in respect of such registrations or deletions.

Those provisions shall apply under this regulation subject to any limitations or qualifications specified in relation to each such provision in that Schedule.

[F29 (2) This regulation does not affect the application of provisions of the 2006 Act in respect of the matters referred to in paragraph (1)(a) or (b) otherwise than by virtue of this regulation.]

Textual Amendments

F26 Reg. 14 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(5) (with reg. 2)

F27 Reg. 14 renumbered as reg. 14(1) (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(2) (with reg. 2)

F28 Words in reg. 14(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(3) (with reg. 2)

F29 Reg. 14(2) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 16(4) (with reg. 2)

False statements in documents sent to the registrar or the Secretary of State E+W+S

15.  Any person who makes a false statement:

(a) in any registration form sent to the registrar under regulations 5 to 10 and regulation 85,

(b) in any transfer form sent to the Secretary of State under regulation 11,

(c) in any document, specified in such a form, or

(d) in any other document required to be sent to the registrar under these Regulations,

which he knows to be false or does not believe to be true is liable, on conviction on indictment to imprisonment not exceeding two years, or to a fine, or to both, and on summary conviction to imprisonment not exceeding three months, or to a fine not exceeding the statutory maximum or to both.