The European Public Limited-Liability Company Regulations 2004

[F1 SCHEDULE 1 E+W+S Forms relating to SEs

Textual Amendments

F1 Sch. 1 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 36, Sch. 1 (with reg. 2)

 ]

Regulation 13(1B)

[F2 SCHEDULE 1A E+W+S Modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc

Textual Amendments

F2 Sch. 1A inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 37 (with reg. 2)

1.   Section 1081 (annotation of the register), as if after subsection (1) there were inserted— E+W+S

“(1A) Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.”

2.   Section 1085 (inspection of the register), as if in subsection (2) the second sentence were omitted. E+W+S

3.   Section 1093 (registrar’s notice to resolve inconsistency on the register), as if— E+W+S

(a) any reference to a company were a reference to an SE, and

(b) the reference in subsection (3)(b) to an officer of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of an SE, and

(ii) in a two-tier system, to a member of the supervisory or management organ of an SE.

4.   Section 1094 (administrative removal of material from the register), as if— E+W+S

(a) for paragraph (a) of subsection (3) there were substituted—

“(a) anything whose registration has had legal consequences in relation to the SE as regards its registration;”, and

(b) any reference in subsection (4) to a company were a reference to an SE.

5.   Section 1095 (rectification of register on application to registrar), as if any reference to a company were a reference to an SE. E+W+S

6.   Sections 1096(1) to (5) and 1097 (rectification of register under court order), as if any reference to a company were a reference to an SE.] E+W+S

Regulation 14

SCHEDULE 2 E+W+S [F3 Provisions of the 2006 Act applying to the registration of SEs]

Textual Amendments

F3 Sch. 2 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 38 (with reg. 2)

[F3 1.   Section 1066(1) to (5) (registered numbers), as if any reference to a company were a reference to an SE. E+W+S

2.   Section 1082 (allocation of unique identifiers), as if— E+W+S

(a) the reference in subsection (1)(a) to a director of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of an SE, and

(ii) in a two-tier system, to a member of the supervisory or management organ of an SE,

and

(b) paragraphs (b) and (c) of subsection (1) were omitted.

3.   Section 1084 (records relating to companies that have been dissolved etc), as if— E+W+S

(a) any reference to a company being dissolved were a reference to an SE being dissolved,

(b) the reference in subsection (2) to records relating to a company included a reference to—

(i) the documents required to be retained by the registrar under regulation 13(1), and

(ii) records of the information contained in those documents,

and

(c) subsection (4) were omitted.

4.   Section 1113 (enforcement of company’s filing obligations), as if— E+W+S

(a) any reference to a company were a reference to an SE,

(b) any reference to an obligation under the Companies Acts were a reference to an obligation under these Regulations,

(c) any reference to a member of a company were a reference to a shareholder of an SE, and

(d) any reference to an officer of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of an SE, and

(ii) in a two-tier system, to a member of the supervisory or management organ of an SE.

5.   Section 1117 (registrar’s rules), so far as relating to section 1066(2).] E+W+S

Regulation 32

F4 SCHEDULE 3 E+W+S STANDARD RULES ON EMPLOYEE INVOLVEMENT

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F4 Sch. 3 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 39 (with reg. 2)

Regulations 85 and 88

SCHEDULE 4 E+W+S [F5 Modifications of the Companies Acts etc]

Textual Amendments

F5 Sch. 4 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(12) (with reg. 2)

F6 1.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F6 Sch. 4 para. 1 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(2) (with reg. 2)

Modifications applying on or after registration E+W+S

2.  A reference to a company’s incorporation shall be construed as a reference to the registration of [F7 the documents delivered with Form SE CV01 under regulation 85]. E+W+S

Textual Amendments

F7 Words in Sch. 4 para. 2 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(3) (with reg. 2)

3.  A reference to documents delivered under [F8 the 2006 Act] shall be taken to include a reference to documents delivered under regulation 85. E+W+S

Textual Amendments

F8 Words in Sch. 4 para. 3 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(4) (with reg. 2)

4.—(1) A reference to a company’s certificate of incorporation shall be construed as a reference to the certificate given under regulation 87(3). E+W+S

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

(a) be construed as a requirement to issue a certificate of registration similar to the certificate under regulation 87(3), and

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

[F9 5.   The converting SE is treated as if it had been formed (as well as registered) under the 2006 Act.] E+W+S

Textual Amendments

F9 Sch. 4 para. 5 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(5) (with reg. 2)

Effect of registration E+W+S

6.   [F10 Section 16 of the 2006 Act] (effect of registration) shall not apply.

Textual Amendments

F10 Words in Sch. 4 para. 6 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(6) (with reg. 2)

7.   [F11 Section 112(1) of the 2006 Act] (definition of “member”) shall not apply.

Textual Amendments

F11 Words in Sch. 4 para. 7 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(7) (with reg. 2)

F12 8.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F12 Sch. 4 para. 8 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(8) (with reg. 2)

Certificate as to share capital E+W+S

9.  The following provisions shall not apply—

(a) [F13 section 761 of [F14 the 2006 Act]] (public company share capital requirements), F15 ...

(b) section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under [F13 section 761 of [F14 the 2006 Act).

[F16 (c) Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986).]

Textual Amendments

F13 Words in Sch. 4 para. 9(a)(b) 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(9)(b) (with arts. 6, 11, 12)

F14 Words in Sch. 4 para. 9 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(a) (with reg. 2)

F15 Word in Sch. 4 para. 9(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(b) (with reg. 2)

F16 Sch. 4 para. 9(c) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(c) (with reg. 2)

F17 10.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F13 Words in Sch. 4 para. 9(a)(b) 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(9)(b) (with arts. 6, 11, 12)

F14 Words in Sch. 4 para. 9 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(a) (with reg. 2)

F17 Sch. 4 para. 10 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(10) (with reg. 2)

Accounting Reference Date E+W+S

11.   No modification made under this Schedule shall affect the determination of the accounting reference date of a converting SE by the application of [F18 section 391(4) of [F19 the 2006 Act]], by virtue of Article 61 of the EC Regulation, or of regulation 83 prior to the registration of the converting SE under regulation 87.]]

Textual Amendments

F13 Words in Sch. 4 para. 9(a)(b) 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(9)(b) (with arts. 6, 11, 12)

F14 Words in Sch. 4 para. 9 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(a) (with reg. 2)

F18 Words in Sch. 4 para. 11 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(9)(c) (with arts. 6, 11, 12)

F19 Words in Sch. 4 para. 11 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(11) (with reg. 2)