The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 No. 685

SCHEDULE 3 U.K. Amendments relating to European Public Limited-Liability Companies

PART 1 U.K. Application of the Companies Act 2006, the Overseas Companies Regulations 2009 and the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 to European Public Limited-Liability Companies

Interpretation U.K.

1.  In this Part—

“the Overseas Companies Regulations” means the Overseas Companies Regulations 2009 M1 ;

“SE” means a European Public Limited-Liability Company (or Societas Europaea), within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company M2 , as it has effect in EU law as amended from time to time.

Commencement Information

I1 Sch. 3 para. 1 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

Marginal Citations

M1 S.I. 2009/1801, to which there are amendments not relevant to these provisions.

M2 OJ No. L 294, 10.11.2001, p. 1, last amended by OJ No. L 158, 10.6.2013, p.1.

Application of the Companies Act 2006 U.K.

2.  An SE which subsists on [F1 IP completion day] is regarded—

(a) for the purpose of section 1044 (overseas companies) of the Companies Act 2006 as having been incorporated outside the United Kingdom, and

(b) for the purpose of section 1050 (accounts and reports: credit or financial institutions) of the Companies Act 2006 as having been incorporated outside the United Kingdom and Gibraltar.

Textual Amendments

F1 Words in Sch. 3 para. 2 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), 26(a)(i)

Commencement Information

I2 Sch. 3 para. 2 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

3.  In the application of Part 35 of the Companies Act (the registrar of companies) to an SE, references to “director” or “board of directors” are to be read as if they were references— U.K.

(a) in a one-tier system, to the members of the administrative organ of an SE;

(b) in a two-tier system, to the members of the supervisory and management organs of an SE.

Commencement Information

I3 Sch. 3 para. 3 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

Application of the Overseas Companies Regulations U.K.

4.  Paragraphs 5 to 10 apply in the application of the Overseas Companies Regulations to an SE.

Commencement Information

I4 Sch. 3 para. 4 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

5.  References to “directors” or “board of directors” are to be read as if they were references— U.K.

(a) in a one-tier system, to the members of the administrative organ of an SE;

(b) in a two-tier system, to the members of the supervisory and management organs of an SE.

Commencement Information

I5 Sch. 3 para. 5 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

6.  In regulation 6 (particulars of the company), paragraph (1)(c) is to be read as if “if it is registered in the country of its incorporation,” were omitted. U.K.

Commencement Information

I6 Sch. 3 para. 6 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

7.  In regulation 31 (application and interpretation of Chapter), the definition of “parent law” in paragraph (2) is to be read as if for “incorporated” there were substituted “ registered ”. U.K.

Commencement Information

I7 Sch. 3 para. 7 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

8.  In regulation 60 (requirement to display name etc at business location), the words in paragraph (1) before sub-paragraph (a) are to be read as if for “incorporation” there were substituted “ registration ”. U.K.

Commencement Information

I8 Sch. 3 para. 8 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

9.  Regulation 61 (manner of display of name etc) is to be read as if for “incorporation” there were substituted “ registration ”. U.K.

Commencement Information

I9 Sch. 3 para. 9 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

10.  In regulation 63 (particulars to appear in business letters, order forms and websites)— U.K.

(a) paragraph (4)(a) is to be read as if for “incorporation” there were substituted “ registration ”;

(b) paragraph (4)(b) is to be read as if—

(i) “, if any,” were omitted; and

(ii) for “incorporation” there were substituted “ registration ”.

Commencement Information

I10 Sch. 3 para. 10 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

Transitional provision for the application of the Overseas Companies Regulations 2009 to existing establishments of SEs U.K.

11.—(1) Where—

(a) an SE has a UK establishment, within the meaning of the Overseas Companies Regulations, on [F2 IP completion day], or

(b) an SE which is a credit or financial institution has a branch in the United Kingdom, within the meaning of Part 6 of the Overseas Companies Regulations, on [F2 IP completion day],

the SE is treated for the purposes of the Overseas Companies Regulations as if it had opened its UK establishment or branch on [F2 IP completion day].

(2) Sub-paragraph (1) does not apply in respect of regulation 7(1)(b) (particulars of the establishment) of the Overseas Companies Regulations.

(3) Where sub-paragraph (1) applies—

(a) regulations 4(1) and 45 are to be read as if for “one month” there were substituted “ three months ”;

(b) the SE must comply with its obligations in Part 7 (trading disclosures) of the Overseas Companies Regulations within three months of [F3 IP completion day].

Textual Amendments

F2 Words in Sch. 3 para. 11(1) 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), 26(b)(i)

F3 Words in Sch. 3 para. 11(3)(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), 26(b)(ii)

Commencement Information

I11 Sch. 3 para. 11 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

Transitional provision for the application of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 U.K.

12.  In the application of the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 M3 to an SE—

(a) a charge subsisting on the day on which Part 3 of those Regulations applies to the SE (“the relevant day”) is to be treated for the purpose of regulation 24 of those Regulations as if that charge had been created on the relevant day;

(b) where sub-paragraph (a) applies, regulation 24(1) of those Regulations is to be read as if for “21 days” there were substituted “ three months ”.

Commencement Information

I12 Sch. 3 para. 12 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 1(2)

Marginal Citations

M3 S.I. 2009/1917, amended by S.I. 2011/2194.