The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018
2018 No. 1298
Exiting The European Union
Companies
Fees And Charges
The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018
Made 3rd December 2018
Laid before Parliament 5th 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 20181.
The requirements of paragraph 3(2) of Schedule 7 to that Act (relating to the appropriate Parliamentary procedure for these regulations) have been satisfied.
PART 1
Introduction
Citation and commencement
1. These Regulations may be cited as the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 and come into force on exit day2.
PART 2
Amendment of subordinate legislation
Amendment of the European Public Limited-Liability Company Regulations 2004
2. The European Public Limited-Liability Company Regulations 20043are amended in accordance with regulations 3 to 47.
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”.
4. In regulation 3 (interpretation)4—
(a) in paragraph (1)—
(i) in the definition of “SE”—
(aa) after “EC Regulation5” insert “, as it had effect immediately before exit day,”;
(bb) omit “which is to be, or is,”;
(ii) after the definition of “SE”, insert—
““UK Societas” means an SE on or after exit day.”;
(b) in paragraphs (3) and (4)—
(i) omit “or the EC Directive”;
(ii) omit “or Directive”.
5. In the heading to Part 2 (registration of SEs and the registrar etc.), for “SEs” substitute “UK Societates”.
6. In regulation 4 (the registrar), for “an SE” substitute “a UK Societas”.
Omit regulations 5 to 12.
7. Omit regulations 5 to 12.
8. Before regulation 13 (documents sent to the registrar) insert—
“Conversion of an SE to a UK Societas: obligations on the registrar
12A.—(1) In respect of any SE which remains registered in the United Kingdom immediately before exit day, the registrar must—
(a)
(a) amend the register, so that on and after exit 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 exit day;
(b)
(b) within 21 days of exit 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 exit 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)
(a) must be signed by the registrar or authenticated by the registrar’s official seal; and
(b)
(b) is conclusive evidence that on and after exit 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 exit day.
(4) Paragraph (5) applies in relation to an SE—
(a)
(a) which immediately before exit 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)
(b) whose registration in the United Kingdom has not been deleted in accordance with Article 8 before exit 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 exit day.
References in the Companies Act 2006 to a certificate of incorporation
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 20066to 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)
(a) be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and
(b)
(b) apply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a).”.
9. In regulation 13 (documents sent to the registrar)7, omit paragraph (2).
10. In regulation 13A (application of language requirements to documents relating to SEs)8—
(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).
11. In regulation 14 (application of the 2006 Act to the registration of SEs)9—
(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”.
12. In regulation 15 (false statements in documents delivered to the registrar)10—
(a) in paragraph (a), omit “regulations 5 to 10 and”;
(b) omit paragraph (b).
Omit regulations 55 to 58.
13. Omit regulations 55 to 58.
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”.
15. In regulations 61, 62 and 64, for “an SE”, in each place it occurs, substitute “a UK Societas”.
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”.
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”.
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”.
Omit regulations 68 to 70.
19. Omit regulations 68 to 70.
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).
Omit regulations 72 to 74.
21. Omit regulations 72 to 74.
22. In regulation 75 (competent authorities)11—
(a) in paragraph (a), for “8, 54, 55 and 64” substitute “54 and 55”;
(b) omit paragraphs (b) and (c).
23. In regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement)12—
(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”.
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