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The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018

Consolidated Text As Enacted Cited authorities 42 Cited in Amendments 7 Related
Vincent
JurisdictionUK Non-devolved
CitationSI 2018/1298
Year2018
  • These Regulations may be cited as the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 and come into force on exit day
  • The European Public Limited-Liability Company Regulations 2004
  • in the heading omit “EC Directive and”;
  • omit the definition of “the EC Directive”.
  • after “EC Regulation
  • omit “which is to be, or is,”;
  • after the definition of “SE”, insert—
  • omit “or the EC Directive”;
  • omit “or Directive”.
  • In the heading to Part 2 (registration of SEs and the registrar etc.) , for “SEs” substitute
  • In regulation 4 (the registrar) , for “an SE” substitute
  • Omit regulations 5 to 12.
  • Before regulation 13 (documents sent to the registrar) insert—
      (12A) Conversion of an SE to a UK Societas: obligations on the registrar
    • (1) In respect of any SE which remains registered in the United Kingdom immediately before F54IP completion day, the registrar must—
    • (a) amend the register, so that on and after F55IP 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 F55IP completion day;
    • (b) within 21 days of F56IP 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 F56IP 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.
    • “UK Societas” replaces “SE” in the SE's name, andwhere appropriate, any use of “European Public Limited-Liability Company” or “Societas Europaea”, is replaced by “ United Kingdom Societas ”,has been converted to a UK Societas on F56IP completion day pursuant to Articles AA1 and AAA1 of the EC Regulation,England and Wales, where its registered office is situated in England or Wales,Scotland, where its registered office is situated in Scotland, orNorthern Ireland, where its registered office is situated in Northern Ireland.must be signed by the registrar or authenticated by the registrar's official seal; andis conclusive evidence that on and after F57IP completion day the SE is a UK Societas.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 F58IP completion day.which immediately before F59IP 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; butwhose registration in the United Kingdom has not been deleted in accordance with Article 8 before F59IP completion day.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.In this regulation, “Article 8” and “Article 12” mean Article 8 and Article 12 of the EC Regulation, as it had effect immediately before F60IP completion day.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 be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1) (b) ; andapply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a) .
  • In regulation 13 (documents sent to the registrar)
  • in the heading, for “SEs” substitute
  • omit sub-paragraphs (a) to (c) ;
  • in sub-paragraph (d) , for “those Regulations” substitute
  • in sub-paragraph (e) , for “SE” substitute
  • in sub-paragraph (c) , for “an SE” substitute
  • in paragraph (3) , for “an SE” substitute
  • in paragraph (4) after “the EC Regulation”, insert
  • omit paragraph (5) .
  • in the heading, for “SEs” substitute
  • for “SEs” substitute
  • after “the EC Regulation”, insert
  • in paragraph (a) , omit “regulations 5 to 10 and”;
  • omit paragraph (b) .
  • Omit regulations 55 to 58.
  • in the heading, for “an SE” substitute
  • for “SE” substitute
  • In regulations 61, 62 and 64...

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