The European Public Limited-Liability Company Regulations 2004

SCHEDULE 1 E+W+S

F1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 Sch. 1 revoked (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 34

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 [F3 a UK Societas], 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 [F3 a UK Societas], and

(ii) in a two-tier system, to a member of the supervisory or management organ of [F3 a UK Societas].

Textual Amendments

F3 Words in Sch. 1A para. 3 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(a) (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)

[F4 4.   Section 1094 (removal of material from the register), as if— E+W+S

(a) for subsection (2)(b) there were substituted—

“(b) on application to the registrar.”;

(b) in subsection (3), the reference to “the company” was a reference to “the UK Societas”.]

Textual Amendments

F4 Sch. 1A para. 4 substituted (21.3.2024) by The Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 (S.I. 2024/410), reg. 1(2), Sch. 2 para. 2(2)(a)

F5 5.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F5 Sch. 1A para. 5 omitted (21.3.2024) by virtue of The Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 (S.I. 2024/410), reg. 1(2), Sch. 2 para. 2(2)(b)

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 [F6 a UK Societas].] E+W+S

Textual Amendments

F6 Words in Sch. 1A para. 6 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(d) (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)

Regulation 14

SCHEDULE 2 E+W+S [F7 Provisions of the 2006 Act applying to the registration of [F8 UK Societates]]

Textual Amendments

F7 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)

F8 Words in Sch. 2 heading substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 46(a) (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)

[F7 1.   Section 1066(1) to (5) (registered numbers), as if any reference to a company were a reference to [F9 a UK Societas]. E+W+S

Textual Amendments

F9 Words in Sch. 2 para. 1 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 46(b) (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)

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 [F10 a UK Societas], and

(ii) in a two-tier system, to a member of the supervisory or management organ of [F10 a UK Societas],

and

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

Textual Amendments

F10 Words in Sch. 2 para. 2 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 46(b) (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)

[F11 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 a UK Societas being dissolved,

(b) the reference in subsections (1A) to (2A) 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.]

Textual Amendments

F11 Sch. 2 para. 3 substituted (21.3.2024) by The Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 (S.I. 2024/410), reg. 1(2), Sch. 2 para. 2(3)

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

(a) any reference to a company were a reference to [F12 a UK Societas],

(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 [F12 a UK Societas], 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 [F12 a UK Societas], and

(ii) in a two-tier system, to a member of the supervisory or management organ of [F12 a UK Societas].

Textual Amendments

F12 Words in Sch. 2 para. 4 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 46(b) (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)

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

Regulation 32

F13 SCHEDULE 3 E+W+S STANDARD RULES ON EMPLOYEE INVOLVEMENT

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

Textual Amendments

F13 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 [F14 Modifications of the Companies Acts etc]

Textual Amendments

F14 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)

F15 1.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F15 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

[F16 2.   A reference to a company’s incorporation shall be construed as a reference to the registration of the documents delivered with the application for registration under regulation 85.] E+W+S

Textual Amendments

F16 Sch. 4 para. 2 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, 35

3.  A reference to documents delivered under [F17 the 2006 Act] shall be taken to include a reference to documents delivered under regulation 85. E+W+S

Textual Amendments

F17 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).

[F18 5.   The converting [F19 UK Societas] is treated as if it had been formed (as well as registered) under the 2006 Act.] E+W+S

Textual Amendments

F18 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)

F19 Words in Sch. 4 para. 5 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 47(a) (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)

Effect of registration E+W+S

6.   [F20 Section 16 of the 2006 Act] (effect of registration) shall not apply.

Textual Amendments

F20 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.   [F21 Section 112(1) of the 2006 Act] (definition of “member”) shall not apply.

Textual Amendments

F21 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)

F22 8.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E+W+S

Textual Amendments

F22 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) [F23 section 761 of [F24 the 2006 Act]] (public company share capital requirements), F25 ...

(b) section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under [F23 section 761 of [F24 the 2006 Act]]).

[F26 (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

F23 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)

F24 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)

F25 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)

F26 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)

F27 10.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F27 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 [F28 UK Societas] by the application of [F29 section 391(4) of [F30 the 2006 Act]], by virtue of Article 61 of the EC Regulation, or of regulation 83 prior to the registration of the converting [F28 UK Societas] under regulation 87.

Textual Amendments

F28 Words in Sch. 4 para. 11 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 47(b) (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)

F29 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)

F30 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)