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There are currently no known outstanding effects for the The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018, PART 2 .
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2. The European Public Limited-Liability Company Regulations 2004 M1 are amended in accordance with regulations 3 to 47.
Commencement Information
I1Reg. 2 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M1S.I. 2004/2326; amended by the Companies Act 2006 (c.46), S.I. 2008/948, S.I. 2009/2400, S.I. 2009/3348, S.I. 2014/2382, S.I. 2015/1695, S.I. 2016/375 and S.I. 2016/599.
3. In regulation 2 (EC Directive and EC Regulation)—
(a)in the heading omit “EC Directive and”;
(b)omit the definition of “the EC Directive”.
Commencement Information
I2Reg. 3 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
4. In regulation 3 (interpretation) M2—
(a)in paragraph (1)—
(i)in the definition of “SE”—
(aa)after “EC Regulation M3” 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”.
Textual Amendments
F1Words in reg. 4(a) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(a)
Commencement Information
I3Reg. 4 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M2Regulation 3 was amended by S.I. 2008/948 and S.I. 2009/2400.
M3OJ L No. 294, 10.11.2001, p.1.
5. In the heading to Part 2 (registration of SEs and the registrar etc.), for “SEs” substitute “ UK Societates ”.
Commencement Information
I4Reg. 5 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
6. In regulation 4 (the registrar), for “an SE” substitute “ a UK Societas ”.
Commencement Information
I5Reg. 6 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
7. Omit regulations 5 to 12.
Commencement Information
I6Reg. 7 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
8. Before regulation 13 (documents sent to the registrar) insert—
12A.—(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].
12B.—(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 M4 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).”.
Textual Amendments
F2Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(i)(aa)
F3Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(i)(bb)
F4Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(i)(cc)
F5Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(ii)
F6Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(iii)
F7Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(iv)
F8Words in reg. 8 substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(b)(v)
Commencement Information
I7Reg. 8 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
9. In regulation 13 (documents sent to the registrar) M5, omit paragraph (2).
Commencement Information
I8Reg. 9 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M5Regulation 13 was amended by S.I. 2008/948 and S.I. 2009/2400.
10. In regulation 13A (application of language requirements to documents relating to SEs) M6—
(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).
Commencement Information
I9Reg. 10 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M6Regulation 13A was inserted by S.I. 2009/2400 and amended by S.I. 2014/2382.
11. In regulation 14 (application of the 2006 Act to the registration of SEs) M7—
(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 ”.
Commencement Information
I10Reg. 11 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M7Regulation 14 was amended by S.I. 2009/2400.
12. In regulation 15 (false statements in documents delivered to the registrar) M8—
(a)in paragraph (a), omit “regulations 5 to 10 and”;
(b)omit paragraph (b).
Commencement Information
I11Reg. 12 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M8Regulation 15 was amended by S.I. 2014/2382.
13. Omit regulations 55 to 58.
Commencement Information
I12Reg. 13 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
14. 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 ”.
Commencement Information
I13Reg. 14 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
15. In regulations 61, 62 and 64, for “an SE”, in each place it occurs, substitute “ a UK Societas ”.
Commencement Information
I14Reg. 15 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
16. 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 ”.
Commencement Information
I15Reg. 16 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
17. 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”.
Commencement Information
I16Reg. 17 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
18. 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 ”.
Commencement Information
I17Reg. 18 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
19. Omit regulations 68 to 70.
Commencement Information
I18Reg. 19 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
20. 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).
Commencement Information
I19Reg. 20 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
21. Omit regulations 72 to 74.
Commencement Information
I20Reg. 21 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
22. In regulation 75 (competent authorities) M9—
(a)in paragraph (a), for “8, 54, 55 and 64” substitute “ 54 and 55 ”;
(b)omit paragraphs (b) and (c).
Commencement Information
I21Reg. 22 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M9Regulation 75 was amended by S.I. 2009/2400.
23. In regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement) M10—
(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 ”.
Commencement Information
I22Reg. 23 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M10Regulation 76 was amended by S.I. 2009/2400.
24. 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)) M11—
(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, ”.
Textual Amendments
F9Words in reg. 24(a) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(c)
Commencement Information
I23Reg. 24 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M11Regulation 77 was amended by S.I. 2014/2382.
25. 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 ”.
Commencement Information
I24Reg. 25 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
26. In regulation 79 (register of members of supervisory organ) M12—
(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 ”.
Commencement Information
I25Reg. 26 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M12Regulation 79 was amended by S.I. 2008/948 and S.I. 2009/2400.
27. In regulation 80 (particulars of members to be registered under regulation 79: individuals) M13—
(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”.
Commencement Information
I26Reg. 27 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M13Regulation 80 was amended by S.I. 2008/948 and S.I. 2009/2400.
28. In regulation 80A (particulars of members to be registered under regulation 79: corporate members and firms) M14—
(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;”.
Commencement Information
I27Reg. 28 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M14Regulation 80A was inserted by S.I. 2009/2400.
29. In regulation 80B (register of residential addresses of members of an SE's supervisory organ) M15—
(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 ”.
Commencement Information
I28Reg. 29 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M15Regulation 80B was inserted by S.I. 2009/2400.
30. In regulation 80C (duty to notify registrar of changes) M16—
(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 ”.
Commencement Information
I29Reg. 30 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M16Regulation 80C was inserted by S.I. 2009/2400 and amended by S.I. 2015/1695 and S.I. 2014/2382.
31. In regulation 80D (protected information: restriction on use or disclosure by SE) M17—
(a)in the heading, for “SE” substitute “ UK Societas ”;
(b)for “an SE” substitute “ a UK Societas ”.
Commencement Information
I30Reg. 31 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M17Regulation 80D was inserted by S.I. 2009/2400.
32. In regulation 80DA (information within section 790ZF(2): restriction on use or disclosure by an SE) M18—
(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 ”.
Commencement Information
I31Reg. 32 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M18Regulation 80DA was inserted by S.I. 2016/375.
33. In regulation 80E (putting a member of the supervisory organ's address on the public record) M19—
(a)for “an SE” substitute “ a UK Societas ”;
(b)for “SE's”, in both places, substitute “UK Societas's”.
Commencement Information
I32Reg. 33 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M19Regulation 80E was inserted by S.I. 2009/2400.
34. In regulation 81 (the SE as a body corporate) M20—
(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 ”.
Commencement Information
I33Reg. 34 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M20Regulation 81 was amended by S.I. 2009/2400.
35. In regulation 82 (notification of amendments to statutes and insolvency events (Articles 59(3) and 65)) M21—
(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 ”.
Commencement Information
I34Reg. 35 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M21Regulation 82 was amended by S.I. 2009/2400 and S.I. 2014/2382.
36. In regulation 83 (accounting reference period and financial year of transferring SE) M22—
(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 ”.
Textual Amendments
F10Words in reg. 36(b)(i) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(d)
Commencement Information
I35Reg. 36 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M22Regulation 83 was amended by S.I. 2008/948 and 2009/2400.
37. Omit regulation 84.
Commencement Information
I36Reg. 37 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
38. 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 ”.
Commencement Information
I37Reg. 38 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
39. In regulation 85 (registration of a public company by the conversion of an SE) M23—
(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 ”.
Commencement Information
I38Reg. 39 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M23Regulation 85 was amended by S.I. 2009/2400, S.I. 2014/2382, S.I. 2015/1695, S.I. 2016/375 and S.I. 2016/599.
40. In regulation 85A (statement of compliance) M24, for “an SE” substitute “ a UK Societas ”.
Commencement Information
I39Reg. 40 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M24Regulation 85A was inserted by S.I. 2014/2382.
41. In regulation 86 (publication of draft terms of conversion) M25, for “SE's” substitute “UK Societas's”.
Commencement Information
I40Reg. 41 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M25Regulation 86 was amended by S.I. 2014/2382 and S.I. 2009/2400.
42. In regulation 87 (registration under the 2006 Act) M26—
(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 ”.
Commencement Information
I41Reg. 42 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M26Regulation 87 was amended by S.I. 2014/2382 and S.I. 2009/2400.
43. In regulation 88 (effect of registration) M27, for “SE”, in each place it occurs, substitute “ UK Societas ”.
Commencement Information
I42Reg. 43 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M27Regulation 88 was amended by S.I. 2008/948, S.I. 2009/2400 and S.I. 2014/2382.
44. In regulation 89 (records of a converting SE) M28 for “SE”, in each place it occurs, substitute “ UK Societas ”.
Commencement Information
I43Reg. 44 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M28Regulation 89 was amended by S.I. 2008/948.
45. In Schedule 1A (modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc) M29—
(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 ”.
Commencement Information
I44Reg. 45 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M29Schedule 1A was inserted by S.I. 2009/2400.
46. In Schedule 2 (provisions of the 2006 Act applying to the registration of SEs) M30—
(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 ”.
Commencement Information
I45Reg. 46 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M30Schedule 2 was amended by S.I. 2009/2400.
47. In Schedule 4 (modifications of the Companies Acts etc) M31—
(a)in paragraph 5, for “SE” substitute “ UK Societas ”;
(b)in paragraph 11, for “SE”, in both places, substitute “ UK Societas ”.
Commencement Information
I46Reg. 47 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M31Schedule 4 was amended by S.I. 2008/948, S.S.I. 2009/2400 and S.I. 2014/2382.
48. The European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 M32 are amended in accordance with regulations 49 to 65.
Commencement Information
I47Reg. 48 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M32S.I. 2009/2401; amended by S.I. 2010/93, S.I. 2013/1956, S.I. 2014/386, S.I. 2014/431.
49. In regulation 3 (interpretation) M33—
(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).
Textual Amendments
F11Words in reg. 49(a)(ii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(c)(i)(aa)
F12Words in reg. 49(a)(viii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(e)(i)(bb)
F13Words in reg. 49(a)(x) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(e)(i)(cc)
F14Words in reg. 49(c) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(e)(ii)
Commencement Information
I48Reg. 49 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M33Regulation 3 was amended by S.I. 2010/93.
50. 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.”.
Commencement Information
I49Reg. 50 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
51. Omit regulations 5 to 16.
Commencement Information
I50Reg. 51 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
52. 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.”.
Commencement Information
I51Reg. 52 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
53. Omit regulations 18 and 19.
Commencement Information
I52Reg. 53 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
54. 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 ”.
Commencement Information
I53Reg. 54 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
55. In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.
Commencement Information
I54Reg. 55 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
56. 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 ”.
Textual Amendments
F15Words in reg. 56(b) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(f)
Commencement Information
I55Reg. 56 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
57. 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 ”.
Commencement Information
I56Reg. 57 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
58. 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 ”.
Commencement Information
I57Reg. 58 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
59. 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, ”.
Commencement Information
I58Reg. 59 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
60. 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 ”.
Commencement Information
I59Reg. 60 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
61. 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 ”.
Commencement Information
I60Reg. 61 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
62. 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 ”.
Commencement Information
I61Reg. 62 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
63. 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 ”.
Commencement Information
I62Reg. 63 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
64. 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.”.
Textual Amendments
F16Words in reg. 64(a)(iii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(g)
Commencement Information
I63Reg. 64 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
65. Omit the Schedule.
Commencement Information
I64Reg. 65 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
66. The European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 M34 are amended in accordance with regulations 67 to 82.
Commencement Information
I65Reg. 66 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
67. 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 [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).
Textual Amendments
F17Words in reg. 67(a)(ii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(h)(i)(aa)
F18Words in reg. 67(a)(viii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(h)(i)(bb)
F19Words in reg. 67(a)(x) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(h)(i)(cc)
F20Words in reg. 67(c) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(h)(ii)
Commencement Information
I66Reg. 67 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M35Regulation 3 was amended by S.R. 2011 No. 350.
68. 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.”.
Commencement Information
I67Reg. 68 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
69. Omit regulations 5 to 16.
Commencement Information
I68Reg. 69 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
70. 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.”.
Commencement Information
I69Reg. 70 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
71. Omit regulations 18 and 19.
Commencement Information
I70Reg. 71 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
72. 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 ”.
Commencement Information
I71Reg. 72 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
73. In regulation 21 (penalties), in the words after sub-paragraph (5)(b), after “the SE” insert “ or the UK Societas ”.
Commencement Information
I72Reg. 73 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
74. 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 ”.
Textual Amendments
F21Words in reg. 74(b) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(i)
Commencement Information
I73Reg. 74 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
75. 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 ”.
Commencement Information
I74Reg. 75 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
76. 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 ”.
Commencement Information
I75Reg. 76 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
77. 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, ”.
Commencement Information
I76Reg. 77 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
78. 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 ”.
Commencement Information
I77Reg. 78 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
79. 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 ”.
Commencement Information
I78Reg. 79 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
80. In regulation 34 (Industrial Court proceedings), in the words before sub-paragraph (3)(a)—
(a)omit “participating company,”;
(b)for “SE” substitute “ UK Societas ”.
Commencement Information
I79Reg. 80 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
81. 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.”.
Textual Amendments
F22Words in reg. 81(a)(iii) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(j)
Commencement Information
I80Reg. 81 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
82. Omit the Schedule.
Commencement Information
I81Reg. 82 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
83. The Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 M36 are amended in accordance with regulations 84 to 86.
Commencement Information
I82Reg. 83 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M36S.I. 2012/1908; amended by S.I. 2016/621.
84. In regulation 2 (interpretation) M37—
(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.”.
Textual Amendments
F23Words in reg. 84(c) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(k)
Commencement Information
I83Reg. 84 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M37Regulation 2 was amended by S.I. 2016/621.
85. In regulation 3 (fees payable in respect of functions relating to the registration of documents by the registrar), for “SEs” substitute “ UK Societates ”.
Commencement Information
I84Reg. 85 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
86. In Schedule 1 (the performance of functions relating to the registration of documents by the registrar) M38—
(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).
Commencement Information
I85Reg. 86 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M38Schedule 1 was amended by S.I. 2016/621.
87. The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 M39, are amended in accordance with regulations 88 to 95.
Commencement Information
I86Reg. 87 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M39S.I. 2016/375; amended by S.I. 2017/693.
88. 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.”.
Textual Amendments
F24Words in reg. 88(a) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(l)(i)
F25Words in reg. 88(b) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(l)(ii)
Commencement Information
I87Reg. 88 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
89. Omit regulation 4.
Commencement Information
I88Reg. 89 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
90. 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 ”.
Commencement Information
I89Reg. 90 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
91. In regulation 6, for “SEs” substitute “ UK Societates ”.
Commencement Information
I90Reg. 91 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
92. In the heading to Part 4 (modification of the 2016 Regulations in their application to SEs), for “SEs” substitute “ UK Societates ”.
Commencement Information
I91Reg. 92 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
93. 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.”.
Commencement Information
I92Reg. 93 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
94. Omit regulation 8.
Commencement Information
I93Reg. 94 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
95. In regulation 9 M40—
(a)for “SEs” substitute “ UK Societates ”;
(b)in paragraph (3), after “regulation 38”, insert “ as it had effect before [F26IP completion day]”.
Textual Amendments
F26Words in reg. 95(b) substituted (31.12.2020 immediately before IP completion day) by The Companies and Statutory Auditors etc. (Consequential Amendments) (EU Exit) Regulations 2020 (S.I. 2020/523), regs. 1(2), 3(m)
Commencement Information
I94Reg. 95 in force on IP completion day, see reg. 1 and 2020 c. 1, Sch. 5 para. 1(1)
Marginal Citations
M40Regulation 9 was amended by S.I. 2017/693.
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