2018 No. 1298

Exiting The European Union

Companies

Fees And Charges

The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

Sift requirements satisfied21st November 2018

Made3rd December 2018

Laid before Parliament5th December 2018

Coming into force in accordance with regulation 1

The Secretary of State makes these Regulations in exercise of the powers conferred by section 8(1) of the European Union (Withdrawal) Act 2018 M1.

The requirements of paragraph 3(2) of Schedule 7 to that Act (relating to the appropriate Parliamentary procedure for these regulations) have been satisfied.

Annotations:

Marginal Citations

2018 c.16.

PART 1Introduction

Citation and commencementI11

These Regulations may be cited as the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 and come into force on exit day M2.

PART 2Amendment of subordinate legislation

Amendment of the European Public Limited-Liability Company Regulations 2004I22

The European Public Limited-Liability Company Regulations 2004 M3 are amended in accordance with regulations 3 to 47.

I33

In regulation 2 (EC Directive and EC Regulation)—

a

in the heading omit “EC Directive and”;

b

omit the definition of “the EC Directive”.

I44

In regulation 3 (interpretation) M4—

a

in paragraph (1)—

i

in the definition of “SE”—

aa

after “EC Regulation M5” insert “ , as it had effect immediately before F1IP completion day, ”;

bb

omit “which is to be, or is,”;

ii

after the definition of “SE”, insert—

“UK Societas” means an SE on or after F1IP completion day.

b

in paragraphs (3) and (4)—

i

omit “or the EC Directive”;

ii

omit “or Directive”.

I55

In the heading to Part 2 (registration of SEs and the registrar etc.), for “SEs” substitute “ UK Societates ”.

I66

In regulation 4 (the registrar), for “an SE” substitute “ a UK Societas ”.

I88

Before regulation 13 (documents sent to the registrar) insert—

Conversion of an SE to a UK Societas: obligations on the registrar12A
1
In respect of any SE which remains registered in the United Kingdom immediately before F2IP completion day, the registrar must—
a
amend the register, so that on and after F3IP completion day—
i
“UK Societas” replaces “SE” in the SE's name, and
ii
where appropriate, any use of “European Public Limited-Liability Company” or “Societas Europaea”, is replaced by “ United Kingdom Societas ”,
save that this shall not apply where this information is recorded in documents registered in respect of that SE before F3IP completion day;
b
within 21 days of F4IP completion day, issue to the UK Societas a certificate (a “certificate of conversion”) confirming that the UK Societas—
i
has been converted to a UK Societas on F4IP completion day pursuant to Articles AA1 and AAA1 of the EC Regulation,
ii
is governed by the law of—
aa
England and Wales, where its registered office is situated in England or Wales,
bb
Scotland, where its registered office is situated in Scotland, or
cc
Northern Ireland, where its registered office is situated in Northern Ireland.
2
The certificate in paragraph (1)(b)—
a
must be signed by the registrar or authenticated by the registrar's official seal; and
b
is conclusive evidence that on and after F5IP completion day the SE is a UK Societas.
3
Paragraphs (1) and (2) do not apply to an SE in respect of which a transfer proposal has been drawn up, delivered and published under Article 8 until such time as the registrar is satisfied that the transfer did not take effect before F6IP completion day.
4
Paragraph (5) applies in relation to an SE—
a
which immediately before F7IP completion day is registered in a Member State pursuant to a transfer of its registered office from the United Kingdom to that Member State in accordance with Article 12; but
b
whose registration in the United Kingdom has not been deleted in accordance with Article 8 before F7IP completion day.
5
The registrar must delete the registration of an SE to which this paragraph applies from the register as soon as reasonably practicable and must cause to be published in the Gazette notice of that deletion.
6
In this regulation, “Article 8” and “Article 12” mean Article 8 and Article 12 of the EC Regulation, as it had effect immediately before F8IP completion day.
References in the Companies Act 2006 to a certificate of incorporation12B
1
Following the conversion of an SE to a UK Societas, references in sections 80 (change of name: registration and issue of new certificate of incorporation), 1064 (public notice of issue of certificate of incorporation) and 1065 (right to certificate of incorporation) of the Companies Act 2006 M6 to a company's certificate of incorporation shall be construed as a reference to the certificate of conversion given under regulation 12A(1)(b).
2
A requirement in those sections for the registrar to issue a certificate of incorporation to a company shall—
a
be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and
b
apply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a).

I99

In regulation 13 (documents sent to the registrar) M7, omit paragraph (2).

I1010

In regulation 13A (application of language requirements to documents relating to SEs) M8—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in paragraph (2)—

i

in sub-paragraph (b), in the substituted section (2)—

aa

omit sub-paragraphs (a) to (c);

bb

in sub-paragraph (d), for “those Regulations” substitute “ the European Public Limited-Liability Company Regulations 2004 ”;

cc

in sub-paragraph (e), for “SE” substitute “ UK Societas ”;

ii

in sub-paragraph (c), for “an SE” substitute “ a UK Societas ”;

c

in paragraph (3), for “an SE” substitute “ a UK Societas ”;

d

in paragraph (4) after “the EC Regulation”, insert “ as it had effect at the time of such delivery, ”;

e

omit paragraph (5).

I1111

In regulation 14 (application of the 2006 Act to the registration of SEs) M9—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in sub-paragraph (1)(a)—

i

for “SEs” substitute “ UK Societates ”;

ii

after “the EC Regulation”, insert “ , including as they had effect at the time of any such registration ”.

I1212

In regulation 15 (false statements in documents delivered to the registrar) M10—

a

in paragraph (a), omit “regulations 5 to 10 and”;

b

omit paragraph (b).

I1414

In regulation 59 (power of the management or administrative organ of an SE to amend statutes where in conflict with employee involvement arrangements (Article 12(4)))—

a

in the heading, for “an SE” substitute “ a UK Societas ”;

b

for “SE” substitute “ UK Societas ”.

I1515

In regulations 61, 62 and 64, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I1616

In regulation 65 (timing of the first general meeting of an SE (Article 54(1)))—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

for “an SE's” substitute “ its ”;

c

after “incorporation”, insert “ as an SE ”.

I1717

In regulation 66 (proportion of shareholders of an SE who may require one or more additional items to be put on the agenda of any general meeting (Article 56))—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

for “the SE's” substitute “the UK Societas's”.

I1818

In regulation 67 (SEs subject to law on public limited liability companies as regard the expression of their capital (Article 67(1)))—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

for “an SE” substitute “ a UK Societas ”.

I2020

In regulation 71 (publication of other documents or information (Articles 8(12), 15(2), 59(3) and 65))—

a

in the heading, omit “8(12), 15(2),”;

b

omit paragraphs (3) and (4).

I2222

In regulation 75 (competent authorities) M11—

a

in paragraph (a), for “8, 54, 55 and 64” substitute “ 54 and 55 ”;

b

omit paragraphs (b) and (c).

I2323

In regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement) M12—

a

in paragraph (1)—

i

in sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

ii

in sub-paragraph (b), for “SE” substitute “ UK Societas ”;

b

in sub-paragraphs (2)(a)-(c), for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I2424

In regulation 77 (records of an SE transferred under Article 8(11) or a public company ceasing to exist under Article 29(1) and (2)) M13—

a

for the heading substitute “ records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before F9IP completion day) ”;

b

for paragraph (1) substitute—

1
Where the registration of an SE is deleted under regulation 12A(5) following a transfer of its registered office to another Member State, the records of that SE kept by the registrar must continue to be kept by her for a period of twenty years following such a deletion.

c

in paragraph (2)—

i

after “regulation 11”, insert “ of these Regulations, as they had effect at the time of delivery ”;

ii

after “Article 8(8)”, insert “ of the EC Regulation, as it had effect at the time of issue, ”.

I2525

In regulation 78 (application of enactments to members of supervisory, management and administrative organs)—

a

in paragraph (1), for “SEs” substitute “ UK Societates ”;

b

in paragraph (5), for “SE” substitute “ UK Societas ”.

I2626

In regulation 79 (register of members of supervisory organ) M14—

a

in paragraph (1), for “SE” substitute “ UK Societas ”;

b

in paragraph (3), for “SE's” substitute “UK Societas's”;

c

in paragraph (4)—

i

in the words before sub-paragraph (a), for “SE” substitute “ UK Societas ”;

ii

in the words after sub-paragraph (b), for “SE's” substitute “UK Societas's”;

d

in paragraph (5), for “SE” substitute “ UK Societas ”;

e

in paragraph (6)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

f

in paragraph (10)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”.

I2727

In regulation 80 (particulars of members to be registered under regulation 79: individuals) M15—

a

in paragraph (1), in the words before sub-paragraph (a), for “an SE's” substitute “a UK Societas's”;

b

in paragraph (5), for “The SE's” substitute “The UK Societas's”.

I2828

In regulation 80A (particulars of members to be registered under regulation 79: corporate members and firms) M16—

a

for “an SE's” substitute “a UK Societas's”;

b

for paragraph (c) substitute—

c
in the case of a limited company that is a UK-registered company, the registered number;

I2929

In regulation 80B (register of residential addresses of members of an SE's supervisory organ) M17—

a

in the heading, for “an SE's” substitute “a UK Societas's”;

b

in paragraph (1), for “SE” substitute “ UK Societas ”;

c

in paragraph (3), for “SE's”, in both places, substitute “UK Societas's”;

d

in paragraph (4)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for each of the remaining occurrences of “SE” substitute “ UK Societas ”;

e

in paragraph (7)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”.

I3030

In regulation 80C (duty to notify registrar of changes) M18—

a

in paragraph (1)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”;

b

in paragraphs (1A) and (2), for “SE's” substitute “UK Societas's”;

c

in paragraph (3)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for “SE's”, in both places, substitute “UK Societas's”;

d

in paragraph (3A), for “SE's” substitute “UK Societas's”;

e

in paragraph (4)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrences of “SE” substitute “ UK Societas ”.

I3131

In regulation 80D (protected information: restriction on use or disclosure by SE) M19—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

for “an SE” substitute “ a UK Societas ”.

I3232

In regulation 80DA (information within section 790ZF(2): restriction on use or disclosure by an SE) M20—

a

in both the heading and the text of the regulation, for “an SE” substitute “ a UK Societas ”;

b

after “regulations 5 to 10 and 85”, insert “ of these Regulations, as they had effect at the time such protected information was delivered to the registrar ”.

I3333

In regulation 80E (putting a member of the supervisory organ's address on the public record) M21—

a

for “an SE” substitute “ a UK Societas ”;

b

for “SE's”, in both places, substitute “UK Societas's”.

I3434

In regulation 81 (the SE as a body corporate) M22—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

in paragraph (1)—

i

for “an SE”, in both places, substitute “ a UK Societas ”;

ii

omit “whether or not registered in the United Kingdom”;

c

in paragraph (2), for “an SE” substitute “ a UK Societas ”.

I3535

In regulation 82 (notification of amendments to statutes and insolvency events (Articles 59(3) and 65)) M23—

a

in paragraph (1), for “SE” substitute “ UK Societas ”;

b

in paragraph (1A), for “SE's”, substitute “UK Societas's”;

c

in paragraph (2), for “SE” substitute “ UK Societas ”.

I3636

In regulation 83 (accounting reference period and financial year of transferring SE) M24—

a

in the heading, for “SE” substitute “ UK Societas ”;

b

in paragraph (1), in the words before sub-paragraph (a)—

i

for “an SE transfers” substitute “ a UK Societas had before F10IP completion day, and while an SE, transferred ”;

ii

after “Article 8”, insert “of the EC Regulation, as it had effect at the time of that transfer, that UK Societas's”;

c

in sub-paragraph (1)(a), omit “its”;

d

in sub-paragraph (1)(b)—

i

omit “its”;

ii

for “SE” substitute “ UK Societas ”;

e

in sub paragraphs (2) and (3), for “transferring SE” substitute “ UK Societas ”.

I3838

In the heading to Part 7 (provisions relating to the conversion of an SE to a public company in accordance with Article 66 of the EC Regulation), for “an SE” substitute “ a UK Societas ”.

I3939

In regulation 85 (registration of a public company by the conversion of an SE) M25—

a

in the heading, for “an SE” substitute “ a UK Societas ”;

b

in paragraph (1)—

i

in the words before sub-paragraph (a), for “an SE” substitute “ a UK Societas ”;

ii

in sub-paragraph (d), for “SE” substitute “ UK Societas ”;

c

in paragraph (2), for “SE's” substitute “UK Societas's”;

d

in paragraphs (5), (8) and (9), for “SE”, in each place it occurs, substitute “ UK Societas ”;

e

in paragraph (11), sub-paragraph (a)—

i

for “SE” substitute “ UK Societas ”;

ii

after “registered” insert “ as an SE ”;

f

in paragraph (12), for “SE”, in both places, substitute “ UK Societas ”.

I4040

In regulation 85A (statement of compliance) M26, for “an SE” substitute “ a UK Societas ”.

I4141

In regulation 86 (publication of draft terms of conversion) M27, for “SE's” substitute “UK Societas's”.

I4242

In regulation 87 (registration under the 2006 Act) M28—

a

in paragraph (3)—

i

for “an SE” substitute “ a UK Societas ”;

ii

for the remaining occurrence of “SE” substitute “ UK Societas ”;

b

in paragraph (4), for “SE” substitute “ UK Societas ”.

I4343

In regulation 88 (effect of registration) M29, for “SE”, in each place it occurs, substitute “ UK Societas ”.

I4444

In regulation 89 (records of a converting SE) M30 for “SE”, in each place it occurs, substitute “ UK Societas ”.

I4545

In Schedule 1A (modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc) M31—

a

in paragraph 3, for “an SE”, in each place it occurs, substitute “ a UK Societas ”;

b

in paragraph 4(a)—

i

for “SE” substitute “ UK Societas ”;

ii

after “registration”, insert “ or its conversion from an SE ”;

c

in paragraph 4(b), for “an SE” substitute “ a UK Societas ”;

d

in paragraphs 5 and 6, for “an SE” substitute “ a UK Societas ”.

I4646

In Schedule 2 (provisions of the 2006 Act applying to the registration of SEs) M32—

a

in the heading, for “SEs” substitute “ UK Societates ”;

b

in paragraphs 1, 2, 3 and 4, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.

I4747

In Schedule 4 (modifications of the Companies Acts etc) M33—

a

in paragraph 5, for “SE” substitute “ UK Societas ”;

b

in paragraph 11, for “SE”, in both places, substitute “ UK Societas ”.

Amendment of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009I4848

The European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 M34 are amended in accordance with regulations 49 to 65.

I4949

In regulation 3 (interpretation) M35—

a

in paragraph (1)—

i

omit the definitions of “absolute majority vote” and “agency worker”;

ii

for the definition of “employee involvement agreement” substitute—

“employee involvement agreement” means—
a
an agreement reached before F11IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the UK Societas,
b
an agreement reached before or after F11IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the SE,
c
an agreement reached after F11IP completion day following a special negotiating body having been reconvened under regulation 17 of these Regulations, which governs the arrangements for the involvement of employees within the UK Societas;

iii

for the definition of “information and consultation representative” substitute—

“information and consultation representatives” means representatives elected or appointed to act pursuant to information and consultation procedures established in an employee involvement agreement instead of a representative body;

iv

omit the definition of “participation”;

v

before the definition of “representative body” insert—

“Relevant State” means an EEA State or the United Kingdom;

vi

for the definition of “SE” substitute—

“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it has effect in EU law as amended from time to time;

vii

omit the definitions of “SE established by merger”, “SE established by formation of a holding company or subsidiary company” and “SE established by transformation”;

viii

for the definition of “standard rules on employee involvement” substitute—

“standard rules on employee involvement” means—
a
in respect of a UK Societas the rules on employee involvement which apply by virtue of regulation 19, as it had effect immediately before F12IP completion day,
b
in respect of an SE the rules laid down by the EEA State in which it has its registered office;

ix

omit the definitions of “suitable information relating to the use of agency workers”, “two thirds majority vote” and “UK members of the special negotiating body”;

x

at the end, insert—

“UK Societas” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F13IP completion day, which on F13IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

b

in paragraph (2)—

i

after “the EC Directive”, insert “ , subject to the stated modifications ”;

ii

for “information” substitute—

“information”, read as if—
a
for “Member State” there were substituted “ Relevant State ”,
b
after each occurrence of “SE” there were inserted “ or the UK Societas ”

iii

after “consultation” insert “, read as if after each occurrence of “ SE ” there were inserted “or the UK Societas”;

c

after paragraph (2) insert—

2A
Where an employee involvement agreement was reached before F14IP completion day for a UK Societas, or where the standard rules on employee involvement apply in respect of that UK Societas, on and after F14IP completion day any reference to an “EEA State” in that agreement or those rules, insofar as they apply to that UK Societas, must, where appropriate, be read as if they were to “an EEA State and the United Kingdom.

d

omit paragraph (4).

I5050

In regulation 4 (application of these regulations)—

a

for paragraph (1) substitute—

1
These Regulations apply in respect of a UK Societas.

b

omit paragraph (2);

c

in paragraph (3), for sub-paragraph (d) substitute—

d
an employee of an SE or a representative of such an employee.

I5252

In regulation 17 (decision not to open, or to terminate, negotiations)—

a

omit paragraphs (1) and (2);

b

in paragraph (3)—

i

omit sub-paragraphs (a) and (b);

ii

in sub-paragraph (c), for “the special negotiating body” substitute “ a special negotiating body ”;

c

in paragraph (4)—

i

for sub-paragraph (b) substitute—

b
by at least 10% of the employees of the UK Societas and its subsidiaries, or by employees' representatives representing at least that percentage of those employees;

ii

in sub-paragraph (c)(ii)—

aa

omit “every participating company or, where the SE has been registered,”;

bb

for “SE” substitute “ UK Societas ”;

iii

after paragraph (c), insert—

d
references in this regulation to paragraph (1) and regulation 16(4) are to those provisions in these Regulations, as they had effect at the time of that decision and publication.

I5454

In regulation 20 (disputes about the operation of an employee involvement agreement or the standard rules on employee involvement)—

a

in paragraph (1), for “or of the SE” substitute “ , the SE or the UK Societas ”;

b

in sub-paragraphs (3)(b), (4)(b), (5)(a) and in both places in the words before sub-paragraph (a) of paragraph (7), after “the SE”, insert “ or the UK Societas ”;

c

in paragraph (9), for “or the SE” substitute “ , the SE or the UK Societas ”.

I5555

In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.

I5656

In regulation 22 (misuse of procedures)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a)—

aa

for “or an SE” substitute “ , an SE or a UK Societas ”;

bb

after “the SE”, insert “ or the UK Societas ”;

ii

in sub-paragraph (a)—

aa

after “the SE”, insert “ or the UK Societas ”;

bb

for the second occurrence of “its” substitute “ their ”;

b

in sub-paragraph (2)(b), after “its registration”, insert “as an SE (including registration as an SE which subsequently converted to a UK Societas on F15IP completion day);

c

in sub-paragraph (3)(b), after “the SE”, insert “ or the UK Societas ”.

I5757

In regulation 24 (breach of statutory duty), in paragraph (1)—

a

after sub-paragraph (a), insert—

aa
a UK Societas,

b

in sub-paragraph (b), after “an SE”, insert “ or a UK Societas ”.

I5858

In regulation 25 (withholding of information)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a), after “neither an SE”, insert “ , nor a UK Societas, ”;

ii

in sub-paragraph (a), after “the SE”, in both places, insert “ or the UK Societas, ”;

b

in paragraph (2)—

i

in the words before sub-paragraph (a), after “the SE” insert “ , the UK Societas ”;

ii

in the words after sub-paragraph (b), after “the SE”, in both places, insert “ , UK Societas ”.

In regulation 26 (right to time off for members of special negotiating body etc.) in sub-paragraph (1)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas, ”.

I6060

In regulation 29 (unfair dismissal)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I6161

In regulation 31 (detriment)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I6262

In regulation 34 (CAC proceedings)—

a

in the words before sub-paragraph (3)(a)—

i

omit “participating company,”;

ii

for “SE” substitute “ UK Societas ”;

b

in the words before sub-paragraph (4)(a)—

i

omit “participating company or”;

ii

for “an SE” substitute “ a UK Societas ”.

I6363

In regulation 35 (appeal tribunal: location of certain proceedings under these regulations), in sub-paragraphs (1)(a) and (1)(b)—

a

omit “participating company,”;

b

for “SE” substitute “ UK Societas ”.

I6464

In regulation 41 (existing employee involvement rights)—

a

in paragraph (1)—

i

after “an SE” for “, its” substitute “ or a UK Societas, or their ”;

ii

for “EEA State” substitute “ Relevant State ”;

iii

after “registration of the SE” insert “ (including an SE which converted to a UK Societas on F16IP completion day) ”;

b

after paragraph (2) insert—

2A
In this regulation “participation” means the influence of the representative body and the employees' representatives in the SE or the UK Societas by way of the right to—
a
elect or appoint some of the members of the SE or the UK Societas's supervisory or administrative organ, or
b
recommend or oppose the appointment of some or all of the members of the SE or the UK Societas's supervisory or administrative organ.

I6565

Omit the Schedule.

Amendment of the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009I6666

The European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 M36 are amended in accordance with regulations 67 to 82.

I6767

In regulation 3 (interpretation) M37—

a

in paragraph (1)—

i

omit the definitions of “absolute majority vote” and “agency worker”;

ii

for the definition of “employee involvement agreement” substitute—

“employee involvement agreement” means—
a
an agreement reached before F17IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the UK Societas,
b
an agreement reached before or after F17IP completion day between the special negotiating body and the competent organs of the participating companies which governs the arrangements for the involvement of employees within the SE,
c
an agreement reached after F17IP completion day following a special negotiating body having been reconvened under regulation 17 of these Regulations, which governs the arrangements for the involvement of employees within the UK Societas;

iii

for the definition of “information and consultation representative” substitute—

“information and consultation representatives” means representatives elected or appointed to act pursuant to information and consultation procedures established in an employee involvement agreement instead of a representative body;

iv

omit the definition of “participation”;

v

before the definition of “representative body” insert—

“Relevant State” means an EEA State or the United Kingdom;

vi

for the definition of “SE” substitute—

“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it has effect in EU law as amended from time to time;

vii

omit the definitions of “SE established by merger”, “SE established by formation of a holding company or subsidiary company” and “SE established by transformation”;

viii

for the definition of “standard rules on employee involvement” substitute—

“standard rules on employee involvement” means—
a
in respect of a UK Societas the rules on employee involvement which apply by virtue of regulation 19, as it had effect immediately before F18IP completion day,
b
in respect of an SE the rules laid down by the EEA State in which it has its registered office;

ix

omit the definitions of “suitable information relating to the use of agency workers”, “two thirds majority vote” and “UK members of the special negotiating body”;

x

at the end, insert—

“UK Societas” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F19IP completion day, which on F19IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

b

in paragraph (2)—

i

after “the EC Directive”, insert “ , subject to the stated modifications ”;

ii

for “information” substitute—

“information”, read as if—
a
for “Member State”, there were substituted “ Relevant State ”,
b
after each occurrence of “SE” there were inserted “ or the UK Societas ”

iii

after “consultation” insert “, read as if after each occurrence of “ SE ” there were inserted “or the UK Societas”;

c

after paragraph (2) insert—

2A
Where an employee involvement agreement was reached before F20IP completion day for a UK Societas, or where the standard rules on employee involvement apply in respect of that UK Societas, on and after F20IP completion day, any reference to an “EEA State” in that agreement or those rules, insofar as they apply to that UK Societas, must, where appropriate, be read as if they were to “an EEA State and the United Kingdom.

d

omit paragraph (4).

I6868

In regulation 4 (application of these regulations)—

a

for paragraph (1) substitute—

1
These Regulations apply in respect of a UK Societas.

b

omit paragraph (2);

c

in paragraph (3), for sub-paragraph (c) substitute—

d
an employee of an SE or a representative of such an employee.

I6969

Omit regulations 5 to 16.

I7070

In regulation 17 (decision not to open, or to terminate, negotiations)—

a

omit paragraphs (1) and (2);

b

in paragraph (3)—

i

omit sub-paragraphs (a) and (b);

ii

in sub-paragraph (c), for “the special negotiating body” substitute “ a special negotiating body ”;

c

in paragraph (4)—

i

for sub-paragraph (b) substitute—

b
by at least 10% of the employees of the UK Societas and its subsidiaries, or by employees' representatives representing at least that percentage of those employees;

ii

in sub-paragraph (c)(ii)—

aa

omit “every participating company or, where the SE has been registered,”;

bb

for “SE” substitute “ UK Societas ”;

iii

after paragraph (c), insert—

d
references in this regulation to paragraph (1) and regulation 16(4) are to those provisions in these Regulations, as they had effect at the time of that decision and publication.

I7171

Omit regulations 18 and 19.

I7272

In regulation 20 (disputes about the operation of an employee involvement agreement or the standard rules on employee involvement)—

a

in paragraph (1), for “or of the SE” substitute “ , the SE or the UK Societas ”;

b

in sub-paragraphs (3)(b), (4)(b), (5)(a) and in both places in the words before sub-paragraph (a) of paragraph (7), after “the SE”, insert “ or the UK Societas ”;

c

in paragraph (9), for “or the SE” substitute “ , the SE or the UK Societas ”.

I7373

In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.

I7474

In regulation 22 (misuse of procedures)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a)—

aa

for “or an SE” substitute “ , an SE or a UK Societas ”;

bb

after “the SE”, insert “ or the UK Societas ”;

ii

in sub-paragraph (a)—

aa

after “the SE”, insert “ or the UK Societas ”;

bb

for the second occurrence of “its” substitute “ their ”;

b

in sub-paragraph (2)(b), after “its registration”, insert “as an SE (including registration as an SE which subsequently converted to a UK Societas on F21IP completion day);

c

in sub-paragraph (3)(b), after “the SE”, insert “ or the UK Societas ”.

I7575

In regulation 24 (breach of statutory duty), in paragraph (1)—

a

after sub-paragraph (a), insert—

aa
a UK Societas,

b

in sub-paragraph (b), after “an SE”, insert “ or a UK Societas ”.

I7676

In regulation 25 (withholding of information)—

a

in paragraph (1)—

i

in the words before sub-paragraph (a), after “neither an SE”, insert “ , nor a UK Societas, ”;

ii

in sub-paragraph (a), after “the SE”, in both places, insert “ or the UK Societas, ”;

b

in paragraph (2)—

i

in the words before sub-paragraph (a), after “the SE” insert “ , the UK Societas ”;

ii

in the words after sub-paragraph (b), after “the SE”, in both places, insert “ , UK Societas ”.

I7777

I7878

In regulation 29 (unfair dismissal)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I7979

In regulation 31 (detriment)—

a

in sub-paragraph (2)(a), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”;

b

in paragraph (6)—

i

in sub-paragraph (c), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

ii

in sub-paragraph (d), after “special negotiating body” insert “ (including one reconvened under regulation 17, in a UK Societas) ”;

iii

in sub-paragraph (e), after “special negotiating body” insert “ reconvened under regulation 17, in a UK Societas ”.

I8080

In regulation 34 (Industrial Court proceedings), in the words before sub-paragraph (3)(a)—

a

omit “participating company,”;

b

for “SE” substitute “ UK Societas ”.

I8181

In regulation 39 (existing employee involvement rights)—

a

in paragraph (1)—

i

after “an SE” for “, its” substitute “ or a UK Societas, or their ”;

ii

for “EEA State” substitute “ Relevant State ”;

iii

after “registration of the SE” insert “ (including an SE which converted to a UK Societas on F22IP completion day) ”;

b

after paragraph (2) insert—

2A
In this regulation “participation” means the influence of the representative body and the employees' representatives in the SE or the UK Societas by way of the right to—
a
elect or appoint some of the members of the SE or the UK Societas's supervisory or administrative organ, or
b
recommend or oppose the appointment of some or all of the members of the SE or the UK Societas's supervisory or administrative organ.

I8282

Omit the Schedule.

Amendment of the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012I8383

The Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 M38 are amended in accordance with regulations 84 to 86.

I8484

In regulation 2 (interpretation) M39—

a

before the definition of “the 2006 Act” insert—

“the EC Regulation means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company;

b

omit the definition of “SE”;

c

after the definition of “XML Gateway” and “XML” insert—

“UK Societas” means a European Public Limited-Liability Company, within the meaning of the EC Regulation, as it had effect immediately before F23IP completion day, which was registered in the United Kingdom and which on F23IP completion day converted to a United Kingdom Societas within the meaning of the EC Regulation.

I8585

In regulation 3 (fees payable in respect of functions relating to the registration of documents by the registrar), for “SEs” substitute “ UK Societates ”.

I8686

In Schedule 1 (the performance of functions relating to the registration of documents by the registrar) M40—

a

for the heading to paragraph 1 substitute “ Words and expressions used in the EC Regulation ”;

b

in paragraph 1 (meaning of “the EC Regulation” and words and expressions used in those Regulations)—

i

omit sub-paragraph (1);

ii

in paragraph (2)—

aa

for “enactment set out in sub-paragraph (1)” substitute “ EC Regulation ”;

bb

for “those enactments” substitute “ that enactment ”;

c

in paragraph 6 (European public limited liability companies)—

i

for the heading substitute “ UK Societates ”;

ii

in the words before sub-paragraph (a), for “SEs” substitute “ UK Societates ”;

iii

omit sub-paragraph (a);

iv

in sub-paragraph (b), for “an SE” substitute “ a UK Societas ”;

v

omit sub-paragraph (c).

Amendment of the European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016I8787

The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 M41, are amended in accordance with regulations 88 to 95.

I8888

In regulation 2 (interpretation)—

a

in the definition of “SE”, for “which is to be, or is, registered in the United Kingdom” substitute “ , as it had effect immediately before F24IP completion day, which was registered in the United Kingdom ”;

b

after the definition of “SE” insert—

“UK Societas” means an SE which on F25IP completion day converted to a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute of a European Company.

I8989

Omit regulation 4.

I9090

In regulation 5—

a

for “SEs” substitute “ UK Societates ”;

b

in the substituted section (c), after “2004” insert “ as they had effect when the statement was delivered ”.

I9191

In regulation 6, for “SEs” substitute “ UK Societates ”.

I9292

In the heading to Part 4 (modification of the 2016 Regulations in their application to SEs), for “SEs” substitute “ UK Societates ”.

I9393

For regulation 7 substitute—

7
The 2016 Regulations must be read as though regulations 27 (application by a subscriber to a memorandum of association requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agency) and 38 (application by a subscriber to a memorandum of association requiring the registrar to refrain from using or disclosing an individual's secured information) were omitted.

I9494

Omit regulation 8.

I9595

In regulation 9 M42—

a

for “SEs” substitute “ UK Societates ”;

b

in paragraph (3), after “regulation 38”, insert “ as it had effect before F26IP completion day”.

PART 3Amendment of retained direct EU legislation

Amendment of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European CompanyI9696

Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company is amended in accordance with regulations 97 to 139.

I9797

Before Article 1 insert—

Article A1
In this Regulation—
“the 2004 Regulations” means the European Public Limited-Liability Company Regulations 2004 M43;
“the 2009 Employee Involvement (GB) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 M44;
“the 2009 Employee Involvement (NI) Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 M45;
“the Companies Acts” has the meaning given by section 2 of the Companies Act 2006 M46;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of this regulation, as it had effect immediately before F27IP completion day and means an SE registered in the United Kingdom.
Article AA1
1
On F28IP completion day every SE which remains registered in the United Kingdom immediately before F28IP completion day converts to a United Kingdom Societas (or UK Societas), and on and after F28IP completion day “UK Societas” replaces “SE” in its name.
2
A UK Societas is deemed to have in place of its existing statutes, statutes that comprise the provisions of its existing statutes save that, as they apply from F29IP completion day—
a
“UK Societas” replaces “SE” in any reference to the SE's name;
b
any use of “European Public Limited-Liability Company” or “Societas Europaea” is replaced by “ United Kingdom Societas ” or “UK Societas”;
c
any reference in those statutes to Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees M47 is read, where appropriate and where that reference remains operative, as though it were a reference to the 2009 Employee Involvement (GB) Regulations, or (as the case may be) the 2009 Employee Involvement (NI) Regulations;
d
any reference in those statutes to the EC Regulation, the 2004 Regulations, the 2009 Employee Involvement (GB) Regulations, or the 2009 Employee Involvement (NI) Regulations, is read, where appropriate and where that reference remains operative, as though it is a reference to those enactments as they form part of retained EU law.
4
Paragraphs 1 and 2 do not apply to an outgoing SE (as to which, see paragraphs (4) and (5) of regulation 12A of the 2004 Regulations).
5
In paragraph 4, an “outgoing SE” means an SE—
a
which, immediately before F30IP completion day, is registered in a Member State pursuant to a transfer of its registered address from the United Kingdom to that Member State; but
b
whose registration in the United Kingdom has not been deleted before F30IP completion day,
in accordance with Article 8 of this Regulation, as it applied immediately before F30IP completion day.
6
The provisions of Article 59 are disapplied for the purposes of this regulation.
Article AAA1
1
The UK Societas retains the legal personality it had when it was an SE.
2
Save as regards any rights or obligations which are no longer applicable to a UK Societas as a result of the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018, the conversion of an SE to a UK Societas—
a
does not affect any rights or obligations of the UK Societas, or render defective any legal proceedings by or against it; and
b
any legal proceedings that might have been continued or commenced against it when it was an SE may be continued or commenced against it as a UK Societas.
3
The records of an SE relating to any period before it became a UK Societas, in accordance with this Regulation, shall be treated for the purposes of this Regulation, the Companies Acts and the 2004 Regulations as if they were records of that UK Societas.

I9898

In Article 1—

a

omit paragraph 1;

b

in paragraphs 2 and 3, for “an SE” substitute “ a UK Societas ”;

c

for paragraph 4 substitute—

4
Employee involvement in a UK Societas shall be governed by the provisions of—
a
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations; or
b
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.

I9999

Omit Articles 2 and 3.

I100100

In Article 4—

a

omit paragraph 1;

b

in paragraph 2, after “subscribed capital” insert “ of a UK Societas ”;

c

in paragraph 3—

i

for “The laws of a Member State” substitute “ Any enactment or rule of law ”;

ii

for “SEs” substitute “ UK Societates ”;

iii

omit “with registered offices in that Member State”.

I101101

In Article 5—

a

for “4(1) and (2)” substitute “ 4(2) ”;

b

for “an SE” substitute “ a UK Societas ”;

c

omit “with a registered office in the Member State in which the SE is registered”.

I102102

In Article 6, for “SE”, in both places, substitute “ UK Societas ”.

I103103

Omit Articles 7 and 8.

I104104

In Article 9—

a

in paragraph 1—

i

in the words before point (a), for “an SE” substitute “ a UK Societas ”;

ii

for point (c)(i) substitute—

i
the 2004 Regulations, (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations;

iii

in point (c)(ii)—

aa

for “the provisions of Member States' laws” substitute “ any enactment or rule of law ”;

bb

omit “formed in accordance with the law of the Member State in which the SE has its registered office”;

iv

in point (c)(iii), omit “formed in accordance with the law of the Member State in which the SE has its registered office”;

b

omit paragraph 2;

c

in paragraph 3—

i

for “an SE” substitute “ a UK Societas ”;

ii

for “national laws” substitute “ enactments or rules of law ”;

iii

for “those laws” substitute “ they ”;

iv

for “SE” substitute “ UK Societas ”.

I105105

In Article 10—

a

for “an SE” substitute “ a UK Societas ”;

b

omit “in every Member State”;

c

omit “formed in accordance with the law of the Member State in which it has its registered office”.

I106106

In Article 11—

a

in paragraph 1—

i

for “an SE” substitute “ a UK Societas ”;

ii

for “SE” substitute “ UK Societas ”;

b

in paragraph 2—

i

for “SEs” substitute “ UK Societates ”;

ii

for “SE” substitute “ UK Societas ”;

c

in paragraph 3—

i

for “a Member State” substitute “ England and Wales, Scotland or Northern Ireland ”;

ii

for “the date of entry into force of this Regulation” substitute “F31IP completion day”;

iii

for “SE” substitute “ UK Societas ”.

I107107

In Article 12—

a

omit paragraphs 1 to 3;

b

in paragraph 4—

i

in the first subparagraph—

aa

for “SE” substitute “ UK Societas ”;

bb

for “Directive” substitute “ (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations ”;

ii

omit the second subparagraph.

I108108

In Article 13—

a

for “an SE” substitute “ a UK Societas ”;

b

for “the laws of the Member State in which the SE has its registered office in accordance with Directive 68/151/EEC” substitute “ the 2004 Regulations ”.

I109109

Omit Articles 14 to 37.

I110110

In the heading to Title 3 (structure of the SE), for “the SE” substitute “ the UK Societas ”.

I111111

In Article 38, in the words before point (a), for “an SE” substitute “ a UK Societas ”.

I112112

In Article 39—

a

in paragraph 1—

i

for “SE” substitute “ UK Societas ”;

ii

omit the second sentence;

b

in paragraph 2, omit the second subparagraph;

c

in paragraph 3—

i

for “SE” substitute “ UK Societas ”;

ii

omit the last sentence;

d

in paragraph 4—

i

at the start insert “ Subject to regulation 61 of the 2004 Regulations, ”;

ii

omit the last sentence;

e

omit paragraph 5.

I113113

In Article 40—

a

in paragraph 1, for “SE” substitute “ UK Societas ”;

b

in paragraph 2 for “Directive 2001/86/EC” substitute—

a
Part 3 of the 2004 Regulations, as it had effect prior to its revocation by the European Public Limited-Liability Company (Amendment) Regulations 2009;
b
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
c
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations;

c

in paragraph 3—

i

at the start insert “ Subject to regulation 62 of the 2004 Regulations, ”;

ii

omit the second sentence.

I114114

In Article 41—

a

in paragraph 1, for “SE's” substitute “UK Societas's”;

b

in paragraph 2, for “SE” substitute “ UK Societas ”;

c

in paragraph 3, omit the second sentence.

I115115

In Article 43—

a

in paragraph 1—

i

for “SE” substitute “ UK Societas ”;

ii

omit the second sentence;

b

in paragraph 2—

i

at the start, insert “ Subject to regulation 64 of the 2004 Regulations ”;

ii

for “SE's” substitute “UK Societas's”;

iii

omit the second sentence;

iv

in the second subparagraph, for “Directive 2001/86/EC” substitute—

a
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
b
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.

c

in paragraph 3, for “Directive 2001/86/EC” substitute—

a
Part 3 of the 2004 Regulations, as they had effect at the time those arrangements were determined;
b
for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
c
for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.

d

omit paragraph 4.

I116116

In Article 44, for “SE's” substitute “UK Societas's”.

I117117

In Article 47—

a

in paragraph 1—

i

for “an SE's” substitute “a UK Societas's”,

ii

for “the law” substitute “ any enactment or rule of law ”;

iii

omit “in the Member State in which the SE's registered office is situated”;

b

in paragraph 2—

i

in the words before point (a), for “SE” substitute “ UK Societas ”;

ii

in point (a)—

aa

for “the law of the Member State in which the SE's registered office is situated” substitute “ any enactment or rule of law ”;

bb

omit “governed by the law of that Member State”;

iii

in point (b), omit—

aa

“governed by the law of a Member State”;

bb

“delivered in a Member State”;

c

in paragraph 3—

i

for “an SE's” substitute “a UK Societas's”;

ii

for “the law” substitute “ any enactment or rule of law ”;

iii

omit “in the Member State in which the SE's registered office is situated”;

d

in paragraph 4, for “national law” substitute “ any enactment or rule of law ”.

I118118

In Article 48—

a

in paragraph 1—

i

for “SE's” substitute “UK Societas's”;

ii

omit the second subparagraph;

b

omit paragraph 2.

I119119

In Article 49—

a

for “an SE's” substitute “a UK Societas's”;

b

for “SE” substitute “ UK Societas ”;

c

for “national law provisions” substitute “ any enactment or rule of law ”.

I120120

In Article 50—

a

in paragraph 1, in the words before point (a), for “SE” substitute “ UK Societas ”;

b

omit paragraph 3.

I121121

In Article 51—

a

for “an SE's” substitute “a UK Societas's”;

b

omit “in the Member State in which the SE's registered office is situated”;

c

for “SE” substitute “ UK Societas ”.

I122122

In Article 52—

a

for point (b), substitute—

b
(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations.

b

in the second subparagraph—

i

omit “governed by the law of the Member State in which the SE's registered office is situated”;

ii

for “the law of that Member State” substitute “ any enactment or rule of law ”;

iii

for “SE's” substitute “UK Societas's”.

I123123

In Article 53, omit “in the Member State in which the SE's registered office is situated”.

I124124

In Article 54—

a

in paragraph 1—

i

at the start insert “ Subject to regulation 68 of the 2004 Regulations ”;

ii

for “an SE”, substitute “ a UK Societas ”;

iii

for “the law of the Member State in which the SE's registered office is situated” substitute “ any enactment or rule of law ”;

iv

for “the SE” substitute “ the UK Societas ”;

v

omit the second sentence;

b

in paragraph 2—

i

for “the national law” substitute “ any enactment or rule of law ”;

ii

omit “in the Member State in which the SE's registered office is situated”.

I125125

In Article 55—

a

in paragraph 1—

i

for “an SE's” substitute “a UK Societas's”;

ii

for “SE” substitute “ UK Societas ”;

iii

for “SE's” substitute “UK Societas's”;

iv

omit “or national legislation”;

b

in paragraph 3—

i

omit “within the jurisdiction of which the SE's registered office is situated”;

ii

for “national provisions” substitute “ any enactment or rule of law ”.

I126126

Omit Article 56.

I127127

In Article 57, omit “in the Member State in which an SE's registered office is situated”.

I128128

In Article 59—

a

in paragraph 1—

i

at the start, insert “ Subject to regulation 59 of the 2004 Regulations ”;

ii

for “an SE's” substitute “a UK Societas's”;

iii

omit “in the Member State in which an SE's registered office is situated”;

b

omit paragraph 2;

c

in paragraph 3, for “an SE's” substitute “a UK Societas's”.

I129129

In Article 60, for “an SE” substitute “ a UK Societas ”.

I130130

In Article 61—

a

omit “subject to Article 62”;

b

for “an SE” substitute “ a UK Societas ”;

c

after “public limited-liability companies” insert “ , or where it is a credit or financial institution or an insurance undertaking, the rules applicable to those institutions or undertakings ”;

d

omit “under the law of the Member State in which its registered office is situated”.

I131131

Omit Article 62.

I132132

In Article 63—

a

for “an SE” substitute “ a UK Societas ”;

b

omit “formed in accordance with the law of the Member State in which its registered office is situated”.

I133133

Omit Article 64.

I134134

In Article 65, for “provisions of national law” substitute “ any enactment or rule of law ”.

I135135

In Article 66—

a

in paragraph 1—

i

for “an SE” substitute “ a UK Societas ”;

ii

omit from “governed by” to the end of the paragraph;

b

in paragraph 2, for “an SE” substitute “ a UK Societas ”;

c

in paragraph 3, for “SE” substitute “ UK Societas ”;

d

in paragraph 4, for “the manner laid down in each Member State's law in accordance with Article 3 of Directive 68/151/EEC” substitute “ in accordance with regulation 86 of the 2004 Regulations ”;

e

in paragraph 5, for “the national provisions adopted in implementation of Article 10 of Directive 78/855/EEC, by a judicial or administrative authority in the Member State to which the SE being converted into a public limited liability company is subject” substitute “ section 909 of the Companies Act 2006 (Expert's report (merger)) M48 ”;

f

in paragraph 6—

i

for “SE” substitute “ UK Societas ”;

ii

for “the provisions of national law adopted in implementation of Article 7 of Directive 78/855/EEC” substitute “ section 907 of the Companies Act 2006 (approval of members of merging companies) ”.

I136136

In Article 67—

a

in paragraph 1—

i

omit the first sentence;

ii

at the start of the second sentence insert “ Notwithstanding regulation 67 of the 2004 Regulations, ”;

b

omit the second paragraph.

I137137

Omit Articles 68 and 69.

I138138

After Article 70, omit “This Regulation shall be binding in its entirety and directly applicable in all Member States.”.

I139139

Omit Annex 1 (public limited liability companies referred to in Article 2(1)) and Annex 2 (public and private limited liability companies referred to in Article 2(2)).

PART 4Transitional and savings provisions

Provisions in respect of amendments made to the European Public Limited-Liability Company Regulations 2004 and Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European CompanyI140140

In regulations 141 to 145—

“the 2004 Regulations” means the European Public Limited-Liability Company Regulations 2004 M49;
“the 2006 Act” means the Companies Act 2006 M50;
“the EC Regulation” means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F32IP completion day, that was registered in the United Kingdom;
“UK Societas” means a SE which on F32IP completion day converted to a UK Societas within the meaning of the EC Regulation.

I141141

Despite the amendments and revocations made by these Regulations—

a

regulation 13 of the 2004 Regulations (documents sent to the registrar), as it applies in respect of the application and modification of section 1094 of the 2006 Act M51; and

b

regulation 14 of the 2004 Regulations (application of the 2006 Act to the registration of SEs), as it applies in respect of the application and modification of section 1084 of the 2006 Act,

continue to have effect, on and after F33IP completion day, in relation to an SE which dissolved before F33IP completion day.

I142142

1

To the extent that enactments or rules of law applied to a dissolved SE immediately before F34IP completion day, by virtue of applying to a public limited-liability company pursuant to the EC Regulation, they continue to apply to a dissolved SE after F34IP completion day.

2

If an SE dissolved before F35IP completion day, and accordingly did not convert to a UK Societas under the EC Regulation, but after F35IP completion day is restored to the register, upon restoration it is deemed to have become a UK Societas on F35IP completion day.

I143143

1

Where the amendments made by regulation 28 would (apart from this paragraph) require a UK Societas's register of supervisory organ members to contain additional particulars in respect of an existing corporate member, the UK Societas need not comply with that requirement until three months after F36IP completion day.

2

In this paragraph, “existing corporate member” means a body corporate, or a firm that is a legal person under the law by which it is governed, whose particulars were contained in the UK Societas's register of supervisory organ members immediately before F37IP completion day.

I144144

Despite the amendments and revocations made by these Regulations, regulation 88 (effect of registration), together with paragraphs 2 to 9 of Schedule 4 (modifications of the Companies Acts) of the 2004 Regulations as they had effect immediately before F38IP completion day, continues to have effect on and after F38IP completion day, in respect of an SE that converted to a public limited-liability company in accordance with Article 66 of the EC Regulation, as it had effect immediately before F38IP completion day.

I145145

Where an SE has converted on F39IP completion day to a UK Societas, that UK Societas is required to comply with the provisions in Part 6 (trading disclosures) of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 M52 within the period of three months beginning on F39IP completion day.

Provisions in respect of amendments made to the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009I146146

1

Despite the revocations and amendments made by these Regulations, an employee who was a member of a special negotiating body before F40IP completion day—

a

may after F41IP completion day present a complaint to an employment tribunal under regulation 28 (right to time off: complaints to tribunals) of the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009, and regulation 28A (extension of time limit to facilitate conciliation before institution of proceedings) applies accordingly, that the employer—

i

has unreasonably refused to permit the employee to take time off as required under regulation 26 (right to time off for members of special negotiating body etc.), or

ii

has failed to pay the whole or any part of any amount to which the employee is entitled under regulation 27 (right to remuneration for time off under regulation 26),

provided the complaint is in respect of a time off before F41IP completion day;

b

who is dismissed, is to be regarded as unfairly dismissed within the terms of regulation 29(2) and (3) (unfair dismissal), and regulation 30 (subsidiary provisions relating to unfair dismissal) applies accordingly, provided the reason (or, if more than one, the principal reason) for the dismissal occurred before F42IP completion day;

c

has the right not to be subjected to any detriment within the terms of regulation 31(2) and (3) (detriment), and regulation 32 (detriment: enforcement and subsidiary provisions) applies accordingly, provided the grounds for the detriment occurred before F43IP completion day.

I147147

In regulations 148 to F45152A —

“the pre-exit 2009 GB Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009, as they had effect immediately before F44IP completion day;
“the 2009 GB Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F44IP completion day.

I148148

Despite the amendments and revocations made by these Regulations, regulations 3 and 7 to 18 of the pre-exit 2009 GB Regulations continue, on and after F46IP completion day, to have effect in relation to a special negotiating body reconvened under regulation 17 (decision not to open, or to terminate, negotiations) of the 2009 GB Regulations, as appropriate and practicable and subject to the modifications in regulation 149.

I149149

The modifications to the pre-exit 2009 Regulations are as follows—

a

references to “EEA State”, “an EEA State” or “EEA States” are to be read as though they were references to “Relevant State”, “a Relevant State” or “Relevant States”;

b

references to “SE” or “SE's” are to be read as if they were references to “UK Societas” or “UK Societas's”—

i

in regulation 3 (interpretation)—

aa

in paragraph (1), in the definitions of “employee involvement agreement” and “participation”;

bb

in paragraph (2), in the definitions of “information” and “consultation”;

ii

in regulation 15(2)(g) and (3A);

iii

in the definition of “reduction of participation rights” in regulation 16(3); and

iv

in regulation 17(3)(b), (4)(b)(ii) and (c)(ii);

c

otherwise, regulation 3 (interpretation) is to be read as if amended by these Regulations, save as if—

i

in paragraph (1) the following definitions were not omitted—

aa

“absolute majority vote”;

bb

“agency worker”;

cc

“participation”;

dd

“SE established by merger”;

ee

“SE established by formation of a holding company or subsidiary company”;

ff

“SE established by transformation”;

gg

“suitable information relating to the use of agency workers”;

hh

“two thirds majority vote”;

ii

“UK members of the special negotiating body”;

ii

the definition of “information and consultation representative” were omitted;

iii

after “participation” there were inserted—

“Relevant State” means an EEA State or the United Kingdom;

iv

for the definition of “SE” there were substituted—

“SE” means a European Public Limited Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F47IP completion day ;

v

in paragraph (2), the definition of “special negotiating body” were to a special negotiating body reconvened after F48IP completion day under regulation 17 (decision not to open, or to terminate, negotiations) of these Regulations, as they have effect after F48IP completion day ;

d

regulation 14 (negotiations to reach an employee involvement agreement) is to be read as if paragraphs (2) and (3) were omitted.

I150150

Regulations 146 to 149 are without prejudice to the application otherwise, in these circumstances, of the remaining regulations of the 2009 GB Regulations.

I151151

If an employee involvement agreement is not agreed following the reconvening of a special negotiating body, the standard rules on employee involvement in the Schedule to the pre-exit 2009 GB Regulations do not apply.

I152152

If an employee involvement agreement is agreed following the reconvening of a special negotiating body, the provisions of the 2009 GB Regulations apply thereafter.

F58152A

1

Despite the amendments and revocations made by these Regulations, paragraph 5(1) of the Schedule to the pre-exit 2009 GB Regulations applies to a UK Societas whose representative body was established less than four years before IP completion day.

2

Where paragraph 5(1) applies—

a

regulations 14 to 16 and 18 of the pre-exit 2009 GB Regulations apply, to the representative body as they apply to the special negotiating body, and the date referred to in regulation 14(3) is the date of the decision;

b

Parts 2 and 3 of the Schedule to the pre-exit 2009 GB Regulations apply, where appropriate, and

c

the following modifications to the pre-exit 2009 GB Regulations have effect—

i

references to “EEA State” are to be read as though they were references to “Relevant State”;

ii

references to “SE” are to be read as if they were references to “UK Societas”.

Provisions in respect of amendments made to the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009I153153

1

Despite the revocations and amendments made by these Regulations, an employee who was a member of a special negotiating body before F49IP completion day—

a

may after F50IP completion day present a complaint to an industrial tribunal under regulation 28 (right to time off: complaints to tribunals) of the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009, that the employer—

i

has unreasonably refused to permit the employee to take time off as required under regulation 26 (right to time off for members of special negotiating body etc.), or

ii

has failed to pay the whole or any part of any amount to which the employee is entitled under regulation 27 (right to remuneration for time off under regulation 26),

provided the complaint is in respect of a time off before F50IP completion day;

b

c

I154154

In regulations 155 to F54159A—

“the pre-exit 2009 NI Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009, as they had effect immediately before F53IP completion day;
“the 2009 NI Regulations” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F53IP completion day.

I155155

Despite the amendments and revocations made by these Regulations, regulations 3 and 7 to 18 of the pre-exit 2009 NI Regulations continue, on and after F55IP completion day, to have effect in relation to a special negotiating body reconvened under regulation 17 (decision not to open, or to terminate, negotiations) of the 2009 NI Regulations, as appropriate and practicable and subject to the modifications in regulation 156.

I156156

The modifications to the pre-exit 2009 Regulations are as follows—

a

references to “EEA State”, “an EEA State” or “EEA States” are to be read as though they were references to “Relevant State”, “a Relevant State” or “Relevant States”;

b

references to “SE” or “SE's” are to be read as if they were references to “UK Societas” or “UK Societas's”—

i

in regulation 3 (interpretation)—

aa

in paragraph (1), in the definitions of “employee involvement agreement” and “participation”;

bb

in paragraph (2), in the definitions of “information” and “consultation”;

ii

in regulation 15(2)(g) and (3A);

iii

in the definition of “reduction of participation rights” in regulation 16(3); and

iv

in regulation 17(3)(b), (4)(b)(ii) and (c)(ii);

c

otherwise, regulation 3 (interpretation) is to be read as if amended by these Regulations, save as if—

i

in paragraph (1) the following definitions were not omitted—

aa

“absolute majority vote”;

bb

“agency worker”;

cc

“participation”;

dd

“SE established by merger”;

ee

“SE established by formation of a holding company or subsidiary company”;

ff

“SE established by transformation”;

gg

“suitable information relating to the use of agency workers”;

hh

“two thirds majority vote”;

ii

“UK members of the special negotiating body”;

ii

the definition of “information and consultation representative” were omitted;

iii

after “participation” there were inserted—

“Relevant State” means an EEA State or the United Kingdom;

aa

for the definition of “SE” there were substituted—

“SE” means a European Public Limited Liability Company (or Societas Europaea) within the meaning of the EC Regulation, as it had effect immediately before F56IP completion day;

iv

in paragraph (2), the definition of “special negotiating body” were to a special negotiating body reconvened after F57IP completion day under regulation 17 (decision not to open, or to terminate, negotiations) of these Regulations, as they have effect after F57IP completion day;

d

regulation 14 (negotiations to reach an employee involvement agreement) is to be read as if paragraphs (2) and (3) were omitted.

I157157

Regulations 154 to 156 are without prejudice to the application otherwise, in these circumstances, of the remaining regulations of the 2009 NI Regulations.

I158158

I159159

If an employee involvement agreement is agreed following the reconvening of a special negotiating body, the provisions of the 2009 NI Regulations apply thereafter.

F59159A

1

Despite the amendments and revocations made by these Regulations, paragraph 5(1) of the Schedule to the pre-exit 2009 NI Regulations applies to a UK Societas whose representative body was established less than four years before IP completion day.

2

Where paragraph 5(1) applies—

a

regulations 14 to 16 and 18 of the pre-exit 2009 NI Regulations apply, to the representative body as they apply to the special negotiating body, and the date referred to in regulation 14(3) is the date of the decision;

b

Parts 2 and 3 of the Schedule to the pre-exit 2009 NI Regulations apply, where appropriate, and

c

the following modifications to the pre-exit 2009 NI Regulations have effect—

i

references to “EEA State” are to be read as though they were references to “Relevant State”;

ii

references to “SE” are to be read as if they were references to “UK Societas”.

Kelly Tolhurst Minister for Small Business, Consumers and Corporate Responsibility Department for Business, Energy and Industrial Strategy

(This note is not part of the Regulations)

These Regulations are made in exercise of the powers in 8(1) of the European Union (Withdrawal) Act 2018 (c.16) in order to address failures of retained EU law to operate effectively and other deficiencies (in particular under sub-paragraphs (2)(a), (d), (g) and (3)(a) of section 8) arising from the withdrawal of the United Kingdom from the European Union.

These Regulations make amendments to legislation in the field of companies and, in particular, amend legislation relating to the formation and operation of European Public Limited-Liability Companies, or “Societas Europaea”. These Regulations provide that, on exit day, European Public Limited-Liability Companies that are registered in the United Kingdom immediately before that day are to be converted into “United Kingdom Societas” or “UK Societas”.

These Regulations also make amendments to retained EU law, both for Great Britain and Northern Ireland, which provides for employee involvement within these entities.

A full impact assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.

The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

PART 1Introduction

Citation and commencementI11

PART 2Amendment of subordinate legislation

Amendment of the European Public Limited-Liability Company Regulations 2004I22

I33

a

b

I44

a

i

aa

bb

ii

b

i

ii

I55

I66

I77

I88

Conversion of an SE to a UK Societas: obligations on the registrar12A

1

a

i

ii

b

i

ii

aa

bb

cc

2

a

b

3

4

a

b

5

6

References in the Companies Act 2006 to a certificate of incorporation12B

1

2

a

b

I99

I1010

a

b

i

aa

bb

cc

ii

c

d

e

I1111

a

b

i

ii

I1212

a

b

I1313

I1414

a

b

I1515

I1616

a

b

c

I1717

a

b

I1818

a