Search Legislation

The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

 Help about what version

What Version

 Help about advanced features

Advanced Features

 Help about opening options

Opening Options

Changes over time for: Section 8

 Help about opening options

Alternative versions:

Changes to legislation:

There are currently no known outstanding effects for the The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018, Section 8. Help about Changes to Legislation

Close

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.

This section has no associated Explanatory Memorandum

8.  Before regulation 13 (documents sent to the registrar) insert—

Conversion of an SE to a UK Societas: obligations on the registrar

12A.(1) In respect of any SE which remains registered in the United Kingdom immediately before [F1IP completion day], the registrar must—

(a)amend the register, so that on and after [F2IP completion day]

(i)“UK Societas” replaces “SE” in the SE's name, and

(ii)where appropriate, any use of “European Public Limited-Liability Company” or “Societas Europaea”, is replaced by “ United Kingdom Societas ”,

save that this shall not apply where this information is recorded in documents registered in respect of that SE before [F2IP completion day];

(b)within 21 days of [F3IP completion day], issue to the UK Societas a certificate (a “certificate of conversion”) confirming that the UK Societas—

(i)has been converted to a UK Societas on [F3IP completion day] pursuant to Articles AA1 and AAA1 of the EC Regulation,

(ii)is governed by the law of—

(aa)England and Wales, where its registered office is situated in England or Wales,

(bb)Scotland, where its registered office is situated in Scotland, or

(cc)Northern Ireland, where its registered office is situated in Northern Ireland.

(2) The certificate in paragraph (1)(b)—

(a)must be signed by the registrar or authenticated by the registrar's official seal; and

(b)is conclusive evidence that on and after [F4IP completion day] the SE is a UK Societas.

(3) Paragraphs (1) and (2) do not apply to an SE in respect of which a transfer proposal has been drawn up, delivered and published under Article 8 until such time as the registrar is satisfied that the transfer did not take effect before [F5IP completion day].

(4) Paragraph (5) applies in relation to an SE—

(a)which immediately before [F6IP completion day] is registered in a Member State pursuant to a transfer of its registered office from the United Kingdom to that Member State in accordance with Article 12; but

(b)whose registration in the United Kingdom has not been deleted in accordance with Article 8 before [F6IP completion day].

(5) The registrar must delete the registration of an SE to which this paragraph applies from the register as soon as reasonably practicable and must cause to be published in the Gazette notice of that deletion.

(6) In this regulation, “Article 8” and “Article 12” mean Article 8 and Article 12 of the EC Regulation, as it had effect immediately before [F7IP completion day].

References in the Companies Act 2006 to a certificate of incorporation

12B.(1) Following the conversion of an SE to a UK Societas, references in sections 80 (change of name: registration and issue of new certificate of incorporation), 1064 (public notice of issue of certificate of incorporation) and 1065 (right to certificate of incorporation) of the Companies Act 2006 M1 to a company's certificate of incorporation shall be construed as a reference to the certificate of conversion given under regulation 12A(1)(b).

(2) A requirement in those sections for the registrar to issue a certificate of incorporation to a company shall—

(a)be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and

(b)apply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a)..

Textual Amendments

Commencement Information

I1Reg. 8 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

Back to top

Options/Help

Print Options

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

See additional information alongside the content

Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.

Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Memorandum

Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Timeline of Changes

This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.

Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as made version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources