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

Amendment of the European Public Limited-Liability Company Regulations 2004

40.—(1) Schedule 4 (modifications of the Companies Acts and the Insolvency Act 1986) is amended as follows.

(2) Omit paragraph 1 (modifications applying before registration).

(3) In paragraph 2 (construction of references to company’s incorporation), for “a converting SE’s memorandum and articles of association” substitute “the documents delivered with Form SE CV01 under regulation 85”.

(4) In paragraph 3 (construction of references to documents delivered under the 1985 Act), for “the 1985 Act” substitute “the 2006 Act”.

(5) For paragraph 5 (construction of references to companies formed and registered under the Companies Acts) substitute—

“5.   The converting SE is treated as if it had been formed (as well as registered) under the 2006 Act.”

(6) In paragraph 6 (section 13 of 1985 Act (effect of registration) not to apply), for “Section 13 of the 1985 Act” substitute “Section 16 of the 2006 Act”.

(7) In paragraph 7 (section 22(1) of 1985 Act (definition of “member”) not to apply), for “Section 22(1) of the 1985 Act” substitute “Section 112(1) of the 2006 Act”.

(8) Omit paragraph 8 (which relates to the penalty for improper use of “limited” etc and is superseded by section 1197 of the Companies Act 2006).

(9) In paragraph 9 (certificate as to share capital)—

(a) for “the Companies Act 2006”, in both places where it occurs, substitute “the 2006 Act”;

(b) omit the “and” at the end of paragraph (a);

(c) after paragraph (b) insert—

“(c) Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986).”

(10) Omit paragraph 10 (fees).

(11) In paragraph 11 (accounting reference date), for “the Companies Act 2006” substitute “the 2006 Act”.

(12) The heading to the Schedule becomes “Modifications of the Companies Acts etc”.