The European Public Limited-Liability Company Regulations 2004

PART 4E+W+SEXERCISE OF MEMBER STATES OPTIONS UNDER THE EC REGULATION

Participation 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))E+W+S

F155.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Additional forms of publication of transfer proposal (Article 8(2))E+W+S

F156.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7))E+W+S

F157.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

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

F158.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Power of the management or administrative organ of [F2a UK Societas] to amend statutes where in conflict with employee involvement arrangements (Article 12(4))E+W+S

59.  Where there is a conflict between the arrangements for employee involvement and the existing statutes the management or administrative organ of the [F3UK Societas] may amend the statutes to the extent necessary to resolve the conflict without any further decision from the general shareholders meeting.

Textual Amendments

Modifications etc. (not altering text)

C1Reg. 59 applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 59(1) (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 128(a)(i) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Power 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)E+W+S

F460.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Minimum number of members of the management organ (Article 39(4))E+W+S

61.  The minimum number of the members of the management organ of [F5a UK Societas] is two.

Textual Amendments

Modifications etc. (not altering text)

C2Reg. 61 applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 39(4) (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 112(d)(i) (with regs. 140-145)) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Minimum number of members of the supervisory organ (Article 40(3))E+W+S

62.  The minimum number of the members of the supervisory organ of [F6a UK Societas] is two.

Textual Amendments

Modifications etc. (not altering text)

C3Reg. 62 applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 40(3) (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 113(c)(i) (with regs. 140-145)) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3))E+W+S

63.  Each member of the supervisory organ is entitled to require the management organ to provide to that member information of a kind which the supervisory organ needs to exercise supervision in accordance with Article 40(1).

Minimum number of members of an administrative organ (Article 43(2))E+W+S

64.  The minimum number of the members of the administrative organ of [F7a UK Societas] is two.

Textual Amendments

Modifications etc. (not altering text)

C4Reg. 64 applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 43(2) (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 115(b)(i) (with regs. 140-145)) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Timing of the first general meeting of [F8a UK Societas] (Article 54(1))E+W+S

65.  The first general meeting of [F9a UK Societas] may be held at any time in the 18 months following [F10its] incorporation [F11as an SE].

Textual Amendments

Proportion of shareholders of [F12a UK Societas] who may require one or more additional items to be put on the agenda of any general meeting (Article 56)E+W+S

66.  The proportion of the shareholders of [F13a UK Societas] who may require one or more additional items put on the agenda of any general meeting is to be the holders of at least 5% of [F14the UK Societas's] subscribed capital.

Textual Amendments

[F15UK Societates] subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))E+W+S

67.  [F16A UK Societas] shall be subject to the provisions of the enactments and rules of law applying to a public company as regards the expression of its capital.

Textual Amendments

Modifications etc. (not altering text)

C5Reg. 67 applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 67(1) (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 136(a)(ii) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)