Council Regulation (EC) No 2157/2001Show full title

Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE)

Section 4U.K.General meeting

Article 52U.K.

The general meeting shall decide on matters for which it is given sole responsibility by:

(a)

this Regulation or

(b)

[F1(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations.]

Furthermore, the general meeting shall decide on matters for which responsibility is given to the general meeting of a public limited-liability company F2..., either by [F3any enactment or rule of law] or by the [F4UK Societas's] statutes in accordance with that law.

Textual Amendments

Article 53U.K.

Without prejudice to the rules laid down in this section, the organisation and conduct of general meetings together with voting procedures shall be governed by the law applicable to public limited-liability companies F5....

Textual Amendments

Article 54U.K.

1.[F6Subject to regulation 68 of the 2004 Regulations] [F7a UK Societas] shall hold a general meeting at least once each calendar year, within six months of the end of its financial year, unless [F8any enactment or rule of law] applicable to public limited-liability companies carrying on the same type of activity as [F9the UK Societas] provides for more frequent meetings. F10....

2.General meetings may be convened at any time by the management organ, the administrative organ, the supervisory organ or any other organ or competent authority in accordance with [F11any enactment or rule of law] applicable to public limited-liability companies F12....

Textual Amendments

Article 55U.K.

1.One or more shareholders who together hold at least 10 % of [F13a UK Societas's] subscribed capital may request the [F14UK Societas] to convene a general meeting and draw up the agenda therefor; the [F15UK Societas's] statutes F16... may provide for a smaller proportion under the same conditions as those applicable to public limited-liability companies.

2.The request that a general meeting be convened shall state the items to be put on the agenda.

3.If, following a request made under paragraph 1, a general meeting is not held in due time and, in any event, within two months, the competent judicial or administrative authority F17... may order that a general meeting be convened within a given period or authorise either the shareholders who have requested it or their representatives to convene a general meeting. This shall be without prejudice to [F18any enactment or rule of law] which allow the shareholders themselves to convene general meetings.

Textual Amendments

F19Article 56U.K.

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Textual Amendments

Article 57U.K.

Save where this Regulation or, failing that, the law applicable to public limited-liability companies F20... requires a larger majority, the general meeting's decisions shall be taken by a majority of the votes validly cast.

Textual Amendments

Article 58U.K.

The votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or spoilt ballot paper.

Article 59U.K.

1.[F21Subject to regulation 59 of the 2004 Regulations] amendment of [F22a UK Societas's] statutes shall require a decision by the general meeting taken by a majority which may not be less than two thirds of the votes cast, unless the law applicable to public limited-liability companies F23... requires or permits a larger majority.

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

3.Amendments to [F25a UK Societas's] statutes shall be publicised in accordance with Article 13.

Textual Amendments

Article 60U.K.

1.Where [F26a UK Societas] has two or more classes of shares, every decision by the general meeting shall be subject to a separate vote by each class of shareholders whose class rights are affected thereby.

2.Where a decision by the general meeting requires the majority of votes specified in Article 59(1) or (2), that majority shall also be required for the separate vote by each class of shareholders whose class rights are affected by the decision.

Textual Amendments