The European Public Limited-Liability Company Regulations 2004

PART 7 E+W+S PROVISIONS RELATING TO THE CONVERSION OF AN SE TO A PUBLIC COMPANY IN ACCORDANCE WITH ARTICLE 66 OF THE EC REGULATION

[F1 Registration of a public company by the conversion of an SE E+W+S

85.— (1) Where it is proposed to convert an SE 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 SE 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 SE’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; F2 ...

(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 [F3 Northern 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 SE 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 [F4 statement that] each of the persons named as a proposed director [F5 has 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 [F6 statement that] each of the persons [F7 has 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 SE.

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

(a) the total number of shares of the converting SE;

(b) the aggregate nominal value of those shares; F8 ...

[F9 (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; F10 ...

F11 (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;

(b) particulars of any rights attached to the shares, as respects dividends, to participate in a distribution;

(c) particulars of any rights attached to the shares, as respects capital, to participate in a distribution (including on winding up); and

(d) whether the shares are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder.

(11) The application must also contain a statement of the dates on which—

(a) the converting SE was registered;

(b) the report was drawn up in accordance with Article 66(3);

(c) the experts’ certificates were drawn up in accordance with Article 66(5); and

(d) the approval of the conversion took place in accordance with Article 66(6).

(12) In this Part the SE is referred to as the “converting SE”.]

Textual Amendments

F1 Reg. 85 substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 29

F2 Word in reg. 85(2)(c) omitted (30.6.2016) by virtue of The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 (S.I. 2016/375), regs. 1(2), 3(9)(a)

F3 Words in reg. 85(2) substituted (30.6.2016) by The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 (S.I. 2016/375), regs. 1(2), 3(9)(b)

F4 Words in reg. 85(5)(b) substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 7(4)(a)(i) (with reg. 2)

F5 Words in reg. 85(5)(b) inserted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 7(4)(a)(ii) (with reg. 2)

F6 Words in reg. 85(6)(c) substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 7(4)(b)(i) (with reg. 2)

F7 Words in reg. 85(6)(c) inserted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 7(4)(b)(ii) (with reg. 2)

F8 Word in reg. 85(9)(b) omitted (30.6.2016) by virtue of The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 3 para. 7(a)

F9 Reg. 85(9)(ba) inserted (30.6.2016) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 3 para. 7(b)

F10 Word in reg. 85(9)(c)(iii) omitted (30.6.2016) by virtue of The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 3 para. 7(c)

F11 Reg. 85(9)(d) omitted (30.6.2016) by virtue of The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 (S.I. 2016/599), reg. 1, Sch. 3 para. 7(d)

[F12 Statement of compliance E+W+S

85A.— (1) The statement of compliance required to be delivered with an application for registration under regulation 85 is a statement that all the requirements of these Regulations and the EC Regulation in respect of the conversion of an SE into a public company (including as to registration) have been complied with.

(2) The registrar may accept the statement of compliance as sufficient evidence of compliance.]

Textual Amendments

F12 Reg. 85A inserted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 30

Publication of draft terms of conversion E+W+S

86.— [F13 (1)] Where under Article 66(4) draft terms of conversion are required to be publicised there shall be delivered to the registrar [F14 a notice, together with a copy of the draft terms,] and the registrar shall cause to be published in the Gazette notice of the receipt by her of the copy of the draft terms.

[F15 (2) A notice under paragraph (1) must contain the following particulars—

(a) the SE’s name and registered number; and

(b) the proposed name of the public company.]

Textual Amendments

F13 Reg. 86 renumbered as reg. 86(1) (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 31(2)

F14 Words in reg. 86(1) substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 31(2)

F15 Reg. 86(2) inserted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 31(3)

[F16 Registration under the 2006 Act] E+W+S

87.— [F17 (1) As from the date on which the application for registration is delivered to the registrar under regulation 85, section 14 of the 2006 Act (registration) shall apply in relation to the documents delivered with the application for registration as if—

(a) they have been delivered under section 9 of that Act (registration documents), and

(b) the requirements of that Act in respect of registration had been complied with.]

F18 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) On registration of [F19 the documents referred to in paragraph (1)] the registrar shall give a certificate—

(a) that the converting SE is incorporated and retains the legal personality it had when an SE;

[F20 (b) that those documents are registered under the 2006 Act; and]

(c) that it is a public company limited by shares.

(4) The certificate is conclusive evidence—

(a) that the requirements of [F21 the 2006 Act] in respect of registration F22 ... have been complied with, and

(b) that on and after the registration the converting SE is a public company limited by shares.

Textual Amendments

F16 Reg. 87 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(6) (with reg. 2)

F17 Reg. 87(1) substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 32

F18 Reg. 87(2) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(3) (with reg. 2)

F19 Words in reg. 87(3) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(4)(a) (with reg. 2)

F20 Reg. 87(3)(b) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(4)(b) (with reg. 2)

F21 Words in reg. 87(4)(a) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(5)(a) (with reg. 2)

F22 Words in reg. 87(4)(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 34(5)(b) (with reg. 2)

Effect of registration E+W+S

88.—(1) In its application to a converting SE on or after registration [F23 the Companies Acts] shall have effect with the modifications set out in [F24 paragraphs 2 to 9] of Schedule 4 to these Regulations.

(2) On and after registration a converting SE shall be known by the name contained in [F25 the certificate given under regulation 87(3)] (subject to [F26 any change of name by the converting SE]).

(3) The persons named in [F27 the application for registration] shall be deemed to have been appointed as the first directors or secretaries of a converting SE on registration.

Textual Amendments

F23 Words in reg. 88(1) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(7) (with arts. 6, 11, 12)

F24 Words in reg. 88(1) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(2) (with reg. 2)

F25 Words in reg. 88(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(3)(a) (with reg. 2)

F26 Words in reg. 88(2) substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 35(3)(b) (with reg. 2)

F27 Words in reg. 88(3) substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 33

Records of a converting SE E+W+S

89.  The records of a converting SE, when the converting SE has been registered as a public company limited by shares under the provisions of this Part, relating to any period before its registration as a public company shall be treated for the purposes of [F28 the Companies Acts] as if they were records of that public company.

Textual Amendments

F28 Words in reg. 89 substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(8) (with arts. 6, 11, 12)