PART 2E+W+SREGISTRATION OF SEs AND THE REGISTRAR ETC.

[F1Registration of the formation of a holding SE in accordance with Article 2(2)E+W+S

6.—(1) Where it is proposed to register a holding SE formed in accordance with Article 2(2), there must be delivered to the registrar an application for registration together with—

(a)a copy of the statutes of the proposed holding SE;

(b)copies of the written report or reports by independent experts given in accordance with Article 32(4);

(c)a copy of the resolution of each promoting company approving the draft terms for the formation of the proposed holding SE in accordance with Article 32(6);

(d)if rights are reserved under Article 32(6), a copy of the resolution of each promoting company giving express ratification of the employee involvement arrangements; and

(e)a statement of compliance (see regulation 11A).

(2) The application must contain the following particulars in respect of each company promoting the formation of the proposed holding SE—

(a)its name;

(b)its registered number (if any);

(c)its registered office address;

(d)the Member State in which it is registered; and

(e)the address of the registry where its documents are filed.

(3) The application must also contain—

(a)a statement of the SE’s name and address (see regulation 10A);

(b)a statement of its proposed members (see regulation 10B);

(c)a statement of subscribed capital (see regulation 10C); and

(d)an employee involvement statement (see regulation 10D) made—

(i)in the case of a statement under paragraph 10D(2), on behalf of the special negotiating body and by a proposed member of the management or administrative organ of the proposed SE; or

(ii)in the case of a statement under paragraph 10D(3), by a proposed member of the management or administrative organ of the proposed SE.

(4) The application must also contain the following particulars in respect of the formation of the holding SE—

(a)the dates on which the draft terms for the formation of the proposed SE were publicised in accordance with Article 32(3);

(b)the dates on which the written reports delivered with the application in accordance with paragraph (1)(b) were drawn up in accordance with Articles 32(4) and (5) and particulars of who drew them up; and

(c)the dates on which the draft terms of formation of the SE were approved under Article 32(6) in general meetings of the promoting companies and whether such general meetings—

(i)did not reserve the right to make registration of the proposed SE conditional upon its or their express ratification of the employee involvement arrangements in accordance with the EC Directive, or

(ii)did make the reservation set out in sub-paragraph (i) but ratified the employee involvement arrangements (specifying the dates on which such ratifications occurred).]

Textual Amendments