The European Public Limited-Liability Company Regulations 2004

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[F1Registration of a public company by the conversion of [F2a UK Societas] E+W+S

This section has no associated Explanatory Memorandum

85.—(1) Where it is proposed to convert [F3a UK Societas] to a public company in accordance with Article 66, there must be delivered to the registrar an application for registration together with—

(a)a copy of the report drawn up in accordance with Article 66(3);

(b)a copy of every experts’ certificate in accordance with Article 66(5);

(c)a copy of the proposed articles of association of the proposed public company;

(d)a copy of the resolution approving the conversion of the converting [F4UK Societas] into a public company in accordance with Article 66(6); and

(e)a statement of compliance (see regulation 85A).

(2) The application must contain the following particulars—

(a)the converting [F5UK Societas's] name and registered number;

(b)the proposed name of the public company;

(c)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 proposed name of the public company, a statement that such a request has been made and a copy any response received; F6...

(d)the proposed registered office address of the public company and whether that office is to be situated in England and Wales (or Wales), in Scotland or in [F7Northern Ireland; and

(e)a statement of initial significant control (see section 12A of the 2006 Act).]

(3) The application must also contain the following particulars in respect of the persons who are to be the first directors of the public company—

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

(b)in the case of a 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.

(4) Subsections (2) to (5) of section 163 of the 2006 Act apply for the purposes of paragraph (3)(a) as they apply for the purposes of that section.

(5) Any notification of the proposed directors of a converting [F8UK Societas] 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 [F9statement that] each of the persons named as a proposed director [F10has consented] to act as a director of the proposed public company.

(6) The application must also contain the following particulars in respect of the person who is (or persons who are) to be the first secretary (or joint secretaries) of the public company—

(a)in the case of an individual, the particulars specified in section 277 of the 2006 Act,

(b)in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 278 of the 2006 Act, and

(c)a [F11statement that] each of the persons [F12has consented] to act as a secretary of the proposed public company,

save that, if all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

(7) Subsections (2) to (5) of section 277 of the 2006 Act apply for the purposes of paragraph (6)(a) and subsection (2) of section 278 of the 2006 Act applies for the purposes of paragraph (6)(b) as they apply for the purposes of those subsections.

(8) The application must contain a statement of capital in respect of the converting [F13UK Societas].

(9) For the purpose of paragraph (8), a statement of capital means a statement of—

(a)the total number of shares of the converting [F14UK Societas];

(b)the aggregate nominal value of those shares; F15...

[F16(ba)the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium); and]

(c)for each class of shares—

(i)particulars of the rights attached to the shares,

(ii)the total number of shares of that class, and

(iii)the aggregate nominal value of shares of that class; F17...

F18(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(10) For the purpose of paragraph (9)(c)(i), the particulars are—

(a)particulars of any voting rights attached to the shares, including rights that arise only in certain circumstances;