The European Public Limited-Liability Company Regulations (Northern Ireland) 2004

1Citation and commencement

2EC Directive and EC Regulation

3Interpretation

PART IIREGISTRATION OF SEs AND THE REGISTRAR ETC.

5Registration of an SE formed by merger in accordance with Article 2(1)

6Registration of the formation of a holding SE in accordance with Article 2(2)

7Registration of the formation of a subsidiary SE in accordance with Article 2(3)

8Registration of an SE by the transformation of a public company in accordance with Article 2(4)

9Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2)

10Registration of an SE on the transfer of its registered office to Northern Ireland in accordance with Article 8

11Certificate of the competent authority under Article 8(8)

12Registration of an SE

13Documents sent to the registrar

14Application of the 1986 Order to the registration of SEs

15False statements in documents sent to the registrar or the Department

PART IIIEMPLOYEE INVOLVEMENT

CHAPTER 1interpretation of part iii

16Interpretation of Part III

CHAPTER 2participating companies and the special negotiating body

17Circumstances in which certain provisions of this Part apply

18Duty on participating company to provide information

19Complaint of failure to provide information

20Function of the special negotiating body

21Composition of the special negotiating body

22Complaint about establishment of the special negotiating body

CHAPTER 3election or appointment of uk members of the special negotiating body

23Ballot arrangements

24Conduct of the ballot

25Appointment of UK members by a consultative committee

26Representation of employees

CHAPTER 4negotiation of the employee involvement agreement

27Negotiations to reach an employee involvement agreement

28The employee involvement agreement

29Decisions of the special negotiating body

30Decision not to open or to terminate negotiations

31Complaint about decisions of the special negotiating body

CHAPTER 5standard rules on employee involvement

32Standard rules on employee involvement

CHAPTER 6compliance and enforcement

33Disputes about operation of an employee involvement agreement or the standard rules on employee involvement

35Misuse of procedures

36Exclusivity of remedy

CHAPTER 7confidential information

37Breach of statutory duty

38Withholding of information

CHAPTER 8protection for members of the special negotiating body, etc.

39Right to time off for members of the special negotiating body, etc.

40Right to remuneration for time off under regulation 39

41Right to time off: complaints to tribunals

42Unfair dismissal

43Subsidiary provisions relating to unfair dismissal

45Detriment: enforcement and subsidiary provisions

CHAPTER 9miscellaneous

47Industrial Court proceedings

48Labour Relations Agency

49Restrictions on contracting out: general

50Restrictions on contracting out: Chapter 8

51Amendment of the Transnational Information and Consultation of Employees Regulations 1999

52Existing employee involvement rights

PART IVEXERCISE OF MEMBER STATE'S OPTIONS UNDER THE EC REGULATION

53Participation in the formation of an SE by a company formed under the law of a Member State whose head office is not in the Community (Article 2(5))

54Additional forms of publication of transfer proposal (Article 8(2))

55Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7))

56Power of the competent authorities of a Member State to oppose a transfer on public interest grounds (Article 8(14))

57Power of the management or administrative organ of an SE to amend statutes where in conflict with employee involvement arrangements (Article 12(4))

58Power of the competent authorities of a Member State to oppose the participation of a merging company governed by its law on public interest grounds (Article 19)

59Minimum number of members of the management organ (Article 39(4))

60Minimum number of members of the supervisory organ (Article 40(3))

61Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3))

62Minimum number of members of an administrative organ (Article 43(2))

63Timing of the first general meeting of an SE (Article 54(1))

64Proportion of shareholders of an SE who may require one or more additional items to be put on the agenda of any general meeting (Article 56)

65SEs subject to law on public limited liability companies as regards the expression of their capital (Article 67(1))

PART VPROVISIONS REQUIRED BY THE EC REGULATION

66Publication of terms of transfer, formation and conversion (Articles 8(2), 32(3) and 37(5))

67Publication of completion of merger (Article 28)

68Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3))

69Publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65)

70Protection of creditors and others on a transfer (Article 8(7))

71Power of the Department where an SE no longer complies with the requirements of Article 7

72Review of decisions of a competent authority (Articles 8(14) and 19)

PART VIPROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION

73Competent authorities

74Enforcement of obligation to amend statutes in conflict with arrangements for employee involvement

75Records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2)

76Application of statutory provisions to members of supervisory, management and administrative organs

77Register of members of supervisory organ

78Particulars of members to be registered under regulation 77

79The SE as a body corporate

80Notification of amendments to statutes of an SE and insolvency events (Articles 59(3) and 65)

81Accounting reference period and financial year of transferring SE

82Penalties for breach of Article 11 (use of SE in name)

PART VIIPROVISIONS RELATING TO THE CONVERSION OF AN SE TO A PUBLIC COMPANY IN ACCORDANCE WITH ARTICLE 66 OF THE EC REGULATION

83Registration of a public company by the conversion of an SE

84Publication of draft terms of conversion

85Registration under the 1986 Order

86Effect of registration

87Records of a converting SE

SCHEDULE 1FORMS

SCHEDULE 2PROVISIONS OF THE 1986 ORDER APPLYING TO THE REGISTRATION OF SEs

1Article 653(4) and (5) (registrar).

2Article 654 (registered numbers) applies in relation to SEs as...

3Articles 655, 656A and 656B (documents delivered to the registrar...

4Article 662 (enforcement of duty to make returns) applies to...

SCHEDULE 3STANDARD RULES ON EMPLOYEE INVOLVEMENT

Part 1:Composition of the representative body

1The management of the SE shall arrange for the establishment...

2Where its size so warrants, the representative body shall elect...

3The representative body shall adopt rules of procedure.

4The representative body shall inform the competent organ of the...

5(1) Four years after its establishment, the representative body shall...

Part 2:Standard rules for information and consultation

6(1) The competence of the representative body shall be limited...

Part 3:Standard rules for participation

7(1) In the case of an SE established by transformation,...

SCHEDULE 4MODIFICATIONS OF THE 1986 ORDER AND THE INSOLVENCY (NORTHERN IRELAND) ORDER 1989

1Modifications applying before registration

2Modifications applying on or after registration

3A reference to documents delivered under the 1986 Order shall...

4(1) A reference to a company’s certificate of incorporation shall...

5In Article 3 of the 1986 Order (definition of company),...

6Effect of registration

7Article 32(1) of the 1986 Order (definition of “member”) shall...

8Use of “limited”

9Certificate as to share capital

11Accounting reference date

2004 No. 417

EUROPEAN COMMUNITIES

The European Public Limited-Liability Company Regulations (Northern Ireland) 2004

Made1st October 2004

Coming into operation8th October 2004

The Department of Enterprise, Trade and Investment and the Department for Employment and Learning, being Departments designated1 for the purposes of section 2(2) of the European Communities Act 19722 in relation to measures relating to the registration, operation and regulation of European public limited liability companies, and in relation to measures relating to the information and consultation of employees, acting jointly in exercise of the powers conferred on them by the said section 2(2) and of every other power enabling them in that behalf, hereby make the following Regulations: