The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014

JurisdictionUK Non-devolved
CitationSI 2014/2382

2014No. 2382

COMPANIES

The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014

5thSeptember2014

9thSeptember2014

1stOctober2014

The Secretary of State is a Minister designated for the purposes of section 2(2) of the European Communities Act 1972( 1) in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation( 2).

The Secretary of State makes the following Regulations in exercise of the powers conferred by section 2(2) of the European Communities Act 1972.

Citation and commencement

1. These Regulations may be cited as the European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 and come into force on 1st October 2014.

Amendment of the European Economic Interest Grouping Regulations 1989

2. The European Economic Interest Grouping Regulations 1989( 3) are amended as follows.

3. In regulation 2 omit paragraph (2)( 4).

4. In regulation 4(1)( 5), for "in Form EE MP01 in pursuance of regulation 13(1B) below" substitute "in pursuance of regulation 13(2)".

5. (1) Regulation 5( 6) is amended as follows.

(2) In paragraph (1) omit "in Form EE AP02".

(3) For paragraph (3) substitute-

"(3) Where a notice is required to be delivered to the registrar under article 7(d) of the EC Regulation, the notice must contain-

(a) in the case of an individual, the particulars specified in section 163 of the 2006 Act,

(b) in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 164 of the 2006 Act, and section 163 of that Act in respect of the person authorised to represent the manager, and

(c) a consent by the person appointed to act as a manager of the EEIG so to act."

(4) In paragraph (3A), for "(3)(b)" substitute "(3)".

(5) In paragraph (3B), for "(3)(b)" substitute "(3)".

(6) After paragraph (3B) insert-

"(3C) A notice required to be delivered to the registrar under article 7(d) of the EC Regulation must state the date of the manager's appointment.

(3D) Notice of any changes to the particulars of a manager delivered under paragraph (3) must be delivered to the registrar stating the manager's name registered prior to the change and the date on which the change took place.

(3E) Notice of the termination of any manager's appointment required to be delivered to the registrar under article 7(d) of the EC Regulation must state the manager's name and the date on which the termination took place.

(3F) Regulation 13 shall have effect for the purpose of the delivery of the notices required to be delivered to the registrar under this regulation."

6. (1) Regulation 9( 7) is amended as follows.

(2) For paragraph (2) substitute-

"(2) With the contract there must be delivered an application for registration containing-

(a) a statement of the names and particulars set out in article 5 of the EC Regulation, and

(b) a statement that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with."

(3) In paragraph (3), for the words from "in respect of" to "Form EE FM01", substitute "as to registration have been complied with but the registrar may accept a statement under paragraph (2)(b)".

(4) In paragraph (9), for "on receipt of a registration form in Form EE FM01 containing" substitute "where the following have been delivered to the registrar with the application for registration".

(5) In paragraph (10)-

(a) for "stated on Form EE FM01", substitute "as notified to the registrar,", and

(b) for "stated on Form EE MP01", substitute "notified to the registrar".

7. (1) Regulation 12( 8) is amended as follows.

(2) At the end of paragraph (2)(a), omit "and".

(3) For paragraph (2)(b) substitute-

"(b) an application for registration containing the following particulars-

(i) a statement of the names and particulars set out in articles 5 and 10 of the EC Regulation;

(ii) the name of the Member State in which the official address of the EEIG is situated; and

(iii) the address of the EEIG's establishment being registered in the United Kingdom; and"

(4) After paragraph (2)(b) insert-

"(c) a statement that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with."

(5) After paragraph (2) insert-

"(2A) An application under paragraph (2)(b) may also contain a statement under regulation 12A(2)."

(6) In paragraph (4), for the words from "in respect of" to "Form EE FM02" substitute "as to registration have been complied with but the registrar may accept a statement under paragraph (2)(c)".

8. In regulation 12A( 9), for paragraphs (2) and (3) substitute-

"(2) The EEIG may at any time deliver to the registrar a statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom.

(3) A statement under paragraph (2) must contain the following particulars-

(a) the EEIG's registered number and name;

(b) the Member State in which the EEIG's official address is situated;

(c) the proposed name; and

(d) in cases where a duty arises under section 56 of the 2006 Act (as it applies in accordance with regulation 10) to seek comments of a specified government department or other body regarding the proposed name, a statement that such a request has been made and a copy of any response received.

(3A) An EEIG that has delivered a statement under paragraph (2) may at any time deliver to the registrar a further statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom.

(3B) The statement under paragraph (3A) must contain the particulars specified in sub-paragraphs (a) to (d) of paragraph (3)."

9. For regulation 13( 10) substitute-

"Delivery of documents

13.

(1) This regulation applies to the documents and particulars which are-

(a) referred to in paragraphs (a) to (j) of article 7 of the EC Regulation, and

(b) are required to be filed in the United Kingdom in accordance with these Regulations.

(2) The documents and particulars referred to in paragraph (1) must be delivered to the registrar-

(a) in the case of an EEIG whose official address is in the United Kingdom, within 15 days of the event to which the document in question relates;

(b) in the case of an EEIG whose official address is outside the United Kingdom, within 30 days of such event.

(3) The following must be delivered to the registrar with any documents and particulars under paragraph (1)-

(a) particulars of the EEIG's registered number and name, and the Member State in which the official address of the EEIG is situated, and

(b) a translation into English of any documents and particulars being delivered, or any part of those documents and particulars that are not in English, certified as an accurate translation.

(4) Where a notice is filed in accordance with article 7(b) of the EC Regulation-

(a) the notice must contain particulars of the address at which the establishment has been set up or closed, and

(b) where the EEIG's official address is not in the United Kingdom, and following the opening or closure of the establishment the EEIG will have more than one address in the UK, the notice may contain particulars of an address in the United Kingdom at which the EEIG wishes to receive correspondence.

(5) If an EEIG fails to comply with any provision of this regulation, the EEIG, and any officer of the EEIG who intentionally authorises or permits the default, is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and if the failure to comply with any such provision continues after conviction, the EEIG and any such officer shall be guilty of a further offence of failure to comply with that provision and shall be liable to be proceeded against and punished accordingly."

10. Schedule 2( 11) is revoked.

Amendment of the European Public Limited-Liability Company Regulations 2004

11. The European Public Limited-Liability Company Regulations 2004( 12) are amended as follows.

12. For regulation 5( 13) substitute-

"Registration of an SE formed by merger in accordance with Article 2(1)

5.

(1) Where it is proposed to register an SE formed by merger in accordance with Article 2(1), there must be delivered to the registrar an application for registration together with-

(a) a copy of the statutes of the proposed SE, and

(b) a copy of a court order from the relevant competent authority under regulation 75(c) confirming compliance with the requirements of Article 26.

(2) The application must contain the following particulars in respect of each public limited-liability company merging to form the proposed SE-

(a) its name;

(b) its registered number (if any);

(c) its registered office address;

(d) the Member State in which it is registered; and

(e) the address of the registry where its documents are filed.

(3) The application must also contain-

(a) a statement of whether the merger is by acquisition or by the formation of a new SE, and in cases where the merger is by acquisition, which of the merging companies is the acquiring company;

(b) a statement of the SE's name and registered office address (see regulation 10A);

(c) a statement of proposed members (see regulation 10B); and

(d) a statement of subscribed capital (see regulation 10C)."

13. For regulation 6( 14) substitute-

"Registration of the formation of a holding SE in accordance with Article 2(2)

6.

(1) Where it is proposed to register a holding SE formed in accordance with Article 2(2), there must be delivered to the registrar an application for registration together with-

(a) a copy of the statutes of the proposed holding SE;

(b) copies of the written report or reports by independent experts given in accordance with Article 32(4);

(c) a copy of the resolution of each promoting company approving the draft...

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