The European Public Limited-Liability Company Regulations 2004
2004 No. 2326
EUROPEAN COMMUNITIES
The European Public Limited-Liability Company Regulations 2004
Made 6th September 2004
Laid before Parliament 13th September 2004
Coming into force 8th October 2004
The Secretary of State, being a Minister designated2for the purposes of section 2(2) of the European Communities Act 19723in relation to measures relating to the registration, operation and regulation of European public limited liability companies, in exercise of the powers conferred on her by section 2(2) of that Act and of all other powers enabling her in that behalf, hereby makes the following Regulations:
PART 1
GENERAL
Citation, commencement and extent
1.—(1) These Regulations may be cited as the European Public Limited-Liability Company Regulations 2004.
(2) These Regulations come into force on 8th October 2004.
(3) These Regulations extend to Great Britain.
EC Directive and EC Regulation
2. In these Regulations—
“the EC Directive” means Council Directive 2001/86/ECof 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees4;
“the EC Regulation” means Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company5;
and references to numbered Articles are, unless otherwise specified, references to Articles in the EC Regulation.
Interpretation
3.—(1) In these Regulations—
the “1985 Act” mean the Companies Act 19856;
the “1996 Act” means the Employment Rights Act 19967;
“SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the EC Regulation and, except as provided in these Regulations, means an SE which is to be, or is, registered in Great Britain.
(2) Except as otherwise provided in these Regulations, words and expressions listed in the index of defined expressions in section 744A of the 1985 Act have the same meaning as they have in that Act.
(3) Except as otherwise provided in these Regulations, words and expressions which are used in the EC Regulation or the EC Directive have the same meaning as they have in that Regulation or Directive.
(4) Where a word or expression is both listed in the index of defined expressions referred to in paragraph (2) and used in the EC Regulation or the EC Directive, it has the meaning it has in that Regulation or Directive except as otherwise provided in these Regulations.
PART 2
REGISTRATION OF SEs AND THE REGISTRAR ETC.
The registrar
4. The registrar has the functions conferred by this Part in relation to the registration, or the deletion of the registration, of an SE.
Registration of an SE formed by merger in accordance with Article 2(1)
5. Where it is proposed to register an SE formed by merger in accordance with Article 2(1) there shall be delivered to the registrar a registration form in Form SE5, and, if applicable, Form SE(SR) set out in Schedule 1 together with the documents specified in respect of each Form.
Registration of the formation of a holding SE in accordance with Article 2(2)
6. Where it is proposed to register a holding SE formed in accordance with Article 2(2) there shall be delivered to the registrar a registration form in Form SE6, and, if applicable, Form SE(SR), set out in Schedule 1 together with the documents specified in respect of each Form.
Registration of the formation of a subsidiary SE in accordance with Article 2(3)
7. Where it is proposed to register a subsidiary SE formed in accordance with Article 2(3) there shall be delivered to the registrar a registration form in Form SE7, and, if applicable, Form SE(SR), set out in Schedule 1 together with the documents specified in respect of each Form.
Registration of an SE by the transformation of a public company in accordance with Article 2(4)
8. Where it is proposed to register an SE by the transformation of a public company in accordance with Article 2(4) there shall be delivered to the registrar a registration form in Form SE8, and, if applicable, Form SE(SR) set out in Schedule 1 together with the documents specified in respect of each Form.
Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2)
9.—(1) Where it is proposed to register an SE formed as the subsidiary of an SE in accordance with Article 3(2) there shall be delivered to the registrar a registration form in Form SE9(1), and, if applicable, Form SE(SR), set out in Schedule 1 together with the documents specified in respect of each Form.
(2) The reference to an SE, a subsidiary of which is to be registered under this regulation, includes a reference to an SE whose registered office is in another Member State.
Registration of an SE on the transfer of its registered office to Great Britain in accordance with Article 8
10. Where it is proposed to transfer to Great Britain the registered office of an SE whose registered office is situated in another Member State there shall be delivered to the registrar a registration form in respect of that SE in Form SE10, and, if applicable, Form SE(SR), set out in Schedule 1 together with the documents specified in respect of each Form.
Certificate of the competent authority under Article 8(8)
11. Where it is proposed to transfer the registered office of an SE from Great Britain to another Member State there shall be delivered to the Secretary of State for the purposes of applying for the issue of a certificate under Article 8(8), a transfer form in Form SE11 set out in Schedule 1 together with the documents specified in that Form.
Registration of an SE
12. The registrar shall register an SE formed or transformed under the provisions of Articles 2 and 3 or an SE whose registered office is transferred to Great Britain under Article 8 where she is satisfied that all the requirements of these Regulations and the EC Regulation in respect of such formation, transformation or transfer of an SE, as the case may be, have been complied with in respect of that SE.
Documents sent to the registrar
13.—(1) The registrar shall retain any document delivered to her under any provision of these Regulations or the EC Regulation and such documents shall be treated as records kept by the registrar for the purposes of the 1985 Act in respect of the SE or the company to which they relate.
(2) For the purposes of this regulation documents delivered to the Secretary of State under regulation 11 shall be treated as documents delivered to the registrar on the deletion of the registration of the SE making the application under the regulation and the provisions of regulation 14 will apply accordingly.
Application of the 1985 Act to the registration of SEs
14. The provisions of the 1985 Act specified in Schedule 2 to these Regulations shall apply in respect of
(a) the registration or the deletion of registration of SEs under these Regulations and the EC Regulation;
(b) the functions of the registrar in respect of such registrations or deletions.
Those provisions shall apply under this regulation subject to any limitations or qualifications specified in relation to each such provision in that Schedule.
False statements in documents sent to the registrar or the Secretary of State
15. Any person who makes a false statement:
(a) in any registration form sent to the registrar under regulations 5 to 10 and regulation 85,
(b) in any transfer form sent to the Secretary of State under regulation 11,
(c) in any document, specified in such a form, or
(d) in any other document required to be sent to the registrar under these Regulations,
which he knows to be false or does not believe to be true is liable, on conviction on indictment to imprisonment not exceeding two years, or to a fine, or to both, and on summary conviction to imprisonment not exceeding three months, or to a fine not exceeding the statutory maximum or to both.
PART 3
EMPLOYEE INVOLVEMENT
INTERPRETATION OF PART 3
Interpretation of Part 3
16.—(1) In this Part—
“absolute majority vote” means a vote passed by a majority of the total membership of the special negotiating body where the members voting with that majority represent the majority of...
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