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TITLE IU.K.GENERAL PROVISIONS

[F1Article A1U.K.

In this Regulation—

Textual Amendments

[F1Article AA1U.K.

1.On IP completion day every SE which remains registered in the United Kingdom immediately before IP completion day converts to a United Kingdom Societas (or UK Societas), and on and after IP 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 IP 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 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 [F2assimilated] 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 IP 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 IP completion day,

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

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

Textual Amendments

[F1Article 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2.Save as regards any rights or obligations which are no longer applicable to a UK Societas as a result of the European Public Limited-Liability Company (Amendment etc.)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

Article 1U.K.

F31.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.The capital of [F4a UK Societas] shall be divided into shares. No shareholder shall be liable for more than the amount he has subscribed.

3.[F5A UK Societas] shall have legal personality.

[F64.Employee involvement in a UK Societas shall be governed by the provisions of—

(a)for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations; or

(b)for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.]

Textual Amendments

F7Article 2U.K.

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Textual Amendments

F8Article 3U.K.

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Textual Amendments

Article 4U.K.

F91.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.The subscribed capital [F10of a UK Societas] shall not be less than EUR 120 000.

3.[F11Any enactment or rule of law] requiring a greater subscribed capital for companies carrying on certain types of activity shall apply to [F12UK Societates] F13....

Textual Amendments

Article 5U.K.

Subject to Article [F144(2)], the capital of [F15a UK Societas], its maintenance and changes thereto, together with its shares, bonds and other similar securities shall be governed by the provisions which would apply to a public limited-liability company F16....

Textual Amendments

Article 6U.K.

For the purposes of this Regulation, ‘the statutes of the [F17UK Societas]’ shall mean both the instrument of incorporation and, where they are the subject of a separate document, the statutes of the [F17UK Societas].

Textual Amendments

F18Article 7U.K.

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Textual Amendments

F18Article 8U.K.

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Textual Amendments

Article 9U.K.

1.[F19A UK Societas] shall be governed:

(a)by this Regulation,

(b)where expressly authorised by this Regulation, by the provisions of its statutes

or

(c)in the case of matters not regulated by this Regulation or, where matters are partly regulated by it, of those aspects not covered by it, by:

(i)

[F20the 2004 Regulations, (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations;]

(ii)

[F21any enactment or rule of law] which would apply to a public limited-liability company F22...;

(iii)

the provisions of its statutes, in the same way as for a public limited-liability company F23....

F242.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3.If the nature of the business carried out by [F25a UK Societas] is regulated by specific provisions of [F26enactments or rules of law], [F27they] shall apply in full to the [F28UK Societas].

Textual Amendments

Article 10U.K.

Subject to this Regulation, [F29a UK Societas] shall be treated F30... as if it were a public limited-liability company F31....

Textual Amendments

Article 11U.K.

1.The name of [F32a UK Societas] shall be preceded or followed by the abbreviation [F33UK Societas].

2.Only [F34UK Societates] may include the abbreviation [F35UK Societas] in their name.

3.Nevertheless, companies, firms and other legal entities registered in [F36England and Wales, Scotland or Northern Ireland] before [F37IP completion day] in the names of which the abbreviation [F38UK Societas] appears shall not be required to alter their names.

Textual Amendments

Article 12U.K.

F391.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F392.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F393.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.The statutes of the [F40UK Societas] must not conflict at any time with the arrangements for employee involvement which have been so determined. Where new such arrangements determined pursuant to the [F41(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations] conflict with the existing statutes, the statutes shall to the extent necessary be amended.

F42...

Textual Amendments

Article 13U.K.

Publication of the documents and particulars concerning [F43a UK Societas] which must be publicised under this Regulation shall be effected in the manner laid down in [F44the 2004 Regulations].

Textual Amendments

F45Article 14U.K.

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Textual Amendments