The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014

Amendment of the European Public Limited-Liability Company Regulations 2004

18.  After regulation 10 insert—

“Statement of SE’s name and registered office address

10A.— (1) Any statement of the SE’s name and registered office address required to be delivered to the registrar under regulations 5 to 10 must, in cases where a duty arises under section 56 of the 2006 Act to seek the view of a specified government department or other body regarding the SE’s name, contain a statement that such a request has been made and a copy of any response received.

(2) In the case of an application under regulation 10, it is not obligatory to propose a new name on transfer of the SE.

Statement of proposed members

10B.— (1) The statement of proposed members required to be delivered to the registrar under regulations 5 to 10 must contain the following particulars in respect of the persons who are to be (or in the case of regulation 10, are) the members of the SE—

(a) in the case of an individual, the particulars specified in section 163 of the 2006 Act and the member’s usual residential address;

(b) in the case of body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 164 of the 2006 Act.

(2) The statement must also contain—

(a) an indication, where applicable, that an application is being made, or has been granted, for an exemption to the disclosure of a usual residential address under section 243 of the 2006 Act; and

(b) a consent by each of the persons named a proposed member to act as a member of the SE.

(3) Subsections (2) to (4) of section 163 of the 2006 Act apply for the purposes of paragraph (1)(a) above as they apply for the purposes of that section.

(4) For the purposes of paragraph (1) a person’s service address may be stated to be “The SE’s Registered Office”.

(5) Any consent under paragraph (2)(b) must state—

(a) in the case of an SE which has adopted the form of a two-tier system in its statutes, whether the consent is to act as a member of—

(i) the supervisory organ, or

(ii) the management organ; and

(b) in the case of an SE which has adopted the form of a one-tier system in its statutes, that the consent is to act as a member of the administrative organ.

Statement of subscribed capital

10C.— (1) The statement of subscribed capital required to be delivered to the registrar under regulations 5 to 9 must contain the following particulars in respect of the subscribed capital of the proposed SE—

(a) the subscribed capital in pounds sterling or in euros;

(b) the subscribed capital in other currencies, specifying any such currencies;

(c) confirmation that the total subscribed capital is in accordance with Article 4(2); and

(d) the principal business activities of the proposed SE.

(2) For the purpose of paragraph (1)(d), the information as to the principal business activities of the proposed SE may be given by reference to one or more categories of any system of classifying business activities prescribed pursuant to section 855(3) of the 2006 Act.

Employee involvement statement

10D.— (1) The employee involvement statement required to be delivered to the registrar under regulations 6 to 9 must contain either a statement under paragraph (2) or a statement under paragraph (3) of this regulation.

(2) An employee involvement statement under this paragraph is a statement that—

(a) there are no outstanding disputes concerning employee involvement under the Great Britain Regulations or, where applicable, the Northern Ireland Regulations, or any equivalent legislation of any other relevant Member State implementing the EC Directive; and

(b) where applicable, the relevant entities have fulfilled their obligations in accordance with the Great Britain Regulations or the Northern Ireland Regulations as appropriate, and that—

(i) an employee involvement agreement has been reached in accordance with regulation 15 of the Great Britain Regulations or, as the case may be, regulation 15 of the Northern Ireland Regulations;

(ii) the special negotiating body established under regulations 8 to 41 of the Great Britain Regulations or, as the case may be, regulations 8 to 39 of the Northern Ireland Regulations, has taken the decision in accordance with regulation 17 of the Great Britain Regulations or, as the case may be, regulation 17 of the Northern Ireland Regulations, not to open, or to terminate, the negotiations but instead to rely upon national rules for information and consultation; or

(iii) it has been agreed to apply the standard rules on employee involvement in accordance with regulation 19 of the Great Britain Regulations or, as the case may be, regulation 19 of the Northern Ireland Regulations.

(3) An employee involvement statement under this paragraph is a statement that—

(a) there are no outstanding disputes concerning employee involvement under the Great Britain Regulations, Northern Ireland Regulations, or any equivalent legislation of any other relevant Member State implementing the EC Directive;

(b) the relevant companies or SEs have fulfilled their obligations under these Regulations;

(c) no employee involvement agreement has been reached in the timeframe specified in regulation 14 of the Great Britain Regulations, or as the case may be, regulation 14 of the Northern Ireland Regulations, and no decision has been taken in accordance with regulation 17 of the Great Britain Regulations or, as the case may be, regulation 17 of the Northern Ireland Regulations, not to open, or to terminate, negotiations; and

(d) that the standard rules on employee involvement in accordance with regulation 19 of the Great Britain Regulations or, as the case may be, regulation 19 of the Northern Ireland Regulations, will therefore apply.

(4) In this regulation—

(a) “Great Britain Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009(1); and

(b) “Northern Ireland Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009(2).”

(1)

S.I. 2009/2401, amended by S.I. 2010/93, S.I. 2013/1956, S.I. 2014/386, S.I. 2014/431.

(2)

S.I. 2009/2402, amended by S.I. 2011/350.