(1) The following provisions of the 2006 Act apply in relation to documents required to be delivered to the registrar under these Regulations or the EC Regulation—

(a) section 1103 (documents to be drawn up and delivered in English);

(b) section 1105 (documents that may be drawn up and delivered in other languages);

(2) In the application of the provisions listed in paragraph (1) in relation to the documents referred to in that paragraph—

(a) section 1103 applies as if the reference to section 1104 of the 2006 Act were omitted;

(b) section 1105 applies as if for subsections (2) and (3) there were substituted—

(2) This section applies to— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (d) copies of amendments to statutes required to be delivered under regulation 82(1)(a) of the European Public Limited-Liability Company Regulations 2004 (notification of amendments to statutes); (e) documents required to be delivered ... under regulation 85 of those Regulations (registration of a public company by conversion of UK Societas); (f) copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion).

(3) Section 1106(1) and (4) of the 2006 Act (voluntary filing of translations), and any provision of regulations made under section 1106(2) which specifies the languages in relation to which the facility in section 1106(1) is available, apply in relation to documents within paragraph (4), as if any reference to a company were a reference to a UK Societas.

(4) The documents referred to in paragraph (3) are documents that are or have been delivered to the registrar under these Regulations or the EC Regulation as it had effect at the time of such delivery, on or after 1st January 2007.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application of the 2006 Act to the registration of SEs

False statements in documents sent to the registrar or the Secretary of State

Particulars of members to be registered under regulation 79: corporate members and firms

80A

A UK Societas's register of SO members must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed,—

(a) corporate or firm name;

(b) registered or principal office;

(d) in any other case, particulars of—

(i) the legal form of the company or firm and the law by which it is governed, and

(ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

Register of residential addresses of members of a UK Societas's supervisory organ

80B

(1) Every UK Societas which has adopted the form of a two-tier system in its statutes must keep a register of the residential addresses of the members of its supervisory organ (the “register of SO members’ residential addresses”).

(2) The register must state the usual residential address of each of those members.

(3) If a member’s usual residential address is the same as the member’s service address, as stated in the UK Societas's register of SO members, the register of SO members’ residential addresses need only contain an entry to that effect.

This does not apply if the member’s service address is stated to be “The UK Societas's registered office”.

(4) If default is made in complying with this regulation, an offence is committed by—

(a) the UK Societas, and

(b) every officer of the UK Societas who is in default.

For this purpose a person who, by virtue of section 251 of the 2006 Act (shadow directors) as it applies in relation to a UK Societas, is a shadow director of the UK Societas is treated as an officer of the UK Societas.

(5) A person guilty of an offence under this regulation is liable on summary conviction to a fine not exceeding level 5 on the standard scale.

(6) This regulation applies only to members who are individuals, not where the member is a body corporate or a firm that is a legal person under the law by which it is governed.

(7) Where a UK Societas is required by this regulation to keep a register of SO members’ residential addresses, the application of regulation 78 to that UK Societas does not require particulars of members of the supervisory organ to be kept on any register under section 165 of the 2006 Act (register of directors’ usual residential addresses).

Duty to notify registrar of changes

80C

(1) A UK Societas which has adopted the form of a two-tier system in its statutes must, within the period of 14 days from—

(a) a person becoming or ceasing to be a member of the supervisory organ of the UK Societas, or

(b) the occurrence of any change in the particulars contained in its register of SO members or its register of SO members’ residential addresses,

give to the registrar notice of the change....

(1A) Any notice given under paragraph (1) must contain the following particulars—

(a) the UK Societas's name and registered number; and

(b) the date on which the change occurred.

(2) Notice of a person having become a member of the supervisory organ must—

(a) contain a statement of the particulars of the new member which are required to be included in the UK Societas's register of SO members and those which are required to be included in its register of SO members’ residential addresses,

(b) be accompanied by a statement that the person has consented to act in that capacity.

(3) Where—

(a) a UK Societas gives notice of a change of a member of its supervisory organ’s service address as stated in the UK Societas's register of SO members, and

(b) the notice is not accompanied by notice of any resulting change in the particulars contained in the UK Societas's register of SO members’ residential addresses,

the notice must be accompanied by a statement that no such change is required.

(3A) Where notice is given of a change of a member’s particulars, or the termination of the appointment of a member, the notice must contain particulars of the name currently appearing on the UK Societas's register of SO members.

(3B) Where notice is given of a new member’s usual residential address or a change of a member’s usual residential address, the notice must contain an indication, where applicable, that an application is being made, or has been granted, for an exemption to the disclosure of a usual residential address under section 243 of the 2006 Act.

(4) If default is made in complying with this regulation, an offence is committed by—

(a) the UK Societas, and

(b) every officer of the SE who is in default.

(5) A person guilty of an offence under this regulation is liable on summary conviction to a fine not exceeding level 5 on the standard scale.

Protected information: restriction on use or disclosure by UK Societas

80D

In the application of section 241(1)(b) of the 2006 Act in relation to a UK Societas, the reference to any requirement of the Companies Acts includes a reference to any requirement of regulation 80C.

Putting a member of the supervisory organ’s address on the public record

80E

(1) In the application of section 246 of the 2006 Act (putting a director’s usual residential address on the public record) in relation to a member of the supervisory organ of a UK Societas—

(a) the references in subsections (3)(a) and (4)(a) to the company’s register of directors are references to the UK Societas's register of SO members, and

(b) the reference in subsection (3)(b) to the company’s register of directors’ residential addresses is a reference to the UK Societas's register of SO members’ residential addresses.

(2) Paragraph (1) is without prejudice to the generality of regulation 78.

The SE as a body corporate

Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)

Accounting Reference Period and Financial Year of Transferring SE

Penalties for Breach of Article 11 (use of SE in name)

Registration under the 2006 Act

SCHEDULE 1A — Modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc

1

Section 1081 (annotation of the register), as if after subsection (1) there were inserted—

(1A) Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.

2

Section 1085 (inspection of the register), as if in subsection (2) the second sentence were omitted.

3

Section 1093 (registrar’s notice to resolve inconsistency on the register), as if—

(a) any reference to a company were a reference to a UK Societas, and

(b) the reference in subsection (3)(b) to an officer of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of a UK Societas, and

(ii) in a two-tier system, to a member of the supervisory or management organ of a UK Societas.

4

Section 1094 (removal of material from the register), as if—

(a) for subsection (2)(b) there were substituted—

(b) on application to the registrar.

(b) in subsection (3), the reference to “the company” was a reference to “the UK Societas”.

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Sections 1096(1) to (5) and 1097 (rectification of register under court order), as if any reference to a company were a reference to a UK Societas.

1

Section 1066(1) to (5) (registered numbers), as if any reference to a company were a reference to a UK Societas.

2

Section 1082 (allocation of unique identifiers), as if—

(a) the reference in subsection (1)(a) to a director of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of a UK Societas, and

(ii) in a two-tier system, to a member of the supervisory or management organ of a UK Societas,

and

(b) paragraphs (b) and (c) of subsection (1) were omitted.

3

Section 1084 (records relating to companies that have been dissolved etc), as if—

(a) any reference to a company being dissolved were a reference to a UK Societas being dissolved,

(b) the reference in subsections (1A) to (2A) to records relating to a company included a reference to—

(i) the documents required to be retained by the registrar under regulation 13(1), and

(ii) records of the information contained in those documents, and

4

Section 1113 (enforcement of company’s filing obligations), as if—

(a) any reference to a company were a reference to a UK Societas,

(b) any reference to an obligation under the Companies Acts were a reference to an obligation under these Regulations,

(d) any reference to an officer of a company were a reference—

(i) in a one-tier system, to a member of the administrative organ of a UK Societas, and

(ii) in a two-tier system, to a member of the supervisory or management organ of a UK Societas.

5

Section 1117 (registrar’s rules), so far as relating to section 1066(2).

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Modifications applying on or after registration

Effect of registration

Accounting Reference Date

Statement of SE’s name and registered office address

10A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of proposed members

10B

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of subscribed capital

10C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Employee involvement statement

10D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificate of the competent authority under Article 8(8)

Statement of compliance

11A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Registration of an SE

Documents sent to the registrar

Application of language requirements to documents relating to SEs

Application of the 2006 Act to the registration of SEs

False statements in documents delivered to the registrar

Statement of compliance

85A

(1) The statement of compliance required to be delivered with an application for registration under regulation 85 is a statement that all the requirements of these Regulations and the EC Regulation in respect of the conversion of a UK Societas into a public company (including as to registration) have been complied with.

(2) The registrar may accept the statement of compliance as sufficient evidence of compliance.

Publication of draft terms of conversion

Registration under the 2006 Act

Effect of registration

Records of a converting SE

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Information within section 790ZF(2): restriction on use or disclosure by a UK Societas

80DA

In the application to a UK Societas of section 241(1)(b) of the 2006 Act as applied by section 790ZF of that Act, the reference to any requirement of the Companies Acts includes a reference to any requirement in regulations 5 to 10 and 85 of these Regulations, as they had effect at the time such protected information was delivered to the registrar.

Putting a member of the supervisory organ’s address on the public record

The SE as a body corporate

Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)

Accounting Reference Period and Financial Year of Transferring UK Societas

Penalties for Breach of Article 11 (use of SE in name)

... EC Regulation

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 IP completion day, the registrar must—

(a) amend the register, so that on and after IP 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 IP completion day;

(b) within 21 days of IP 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 IP 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.

(2) The certificate in paragraph (1)(b)—

(a) must be signed by the registrar or authenticated by the registrar's official seal; and

(b) is conclusive evidence that on and after IP completion 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 IP completion day.

(4) Paragraph (5) applies in relation to an SE—

(a) which immediately before IP 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; but

(b) whose registration in the United Kingdom has not been deleted in accordance with Article 8 before IP completion 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 IP completion 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 2006 to 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) be construed as a requirement to issue a certificate of conversion similar to the certificate under regulation 12A(1)(b); and

(b) apply with such other modifications as the registrar considers necessary in consequence of sub-paragraph (a).

Documents sent to the registrar

Application of language requirements to documents relating to UK Societates

Application of the 2006 Act to the registration of UK Societates

False statements in documents delivered to the registrar

Proportion of shareholders of a UK Societas who may require one or more additional items to be put on the agenda of any general meeting (Article 56)

UK Societates subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))

The UK Societas as a body corporate

Reading this document does not replace reading the official text published on legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. We assume no responsibility for any inaccuracies arising from the conversion of the original CLML XML to this format.

This text is published under legislation.gov.uk's own terms of reuse, not a Legalize or public-domain licence. legislation.gov.uk
Open Government Licence v3.0 (attribution required)
© Crown and database right. Derived from content available under the Open Government Licence v3.0 from legislation.gov.uk.

The European Public Limited-Liability Company Regulations 2004

Application of language requirements to documents relating to SEs

13A

Application of the 2006 Act to the registration of SEs

False statements in documents sent to the registrar or the Secretary of State

Particulars of members to be registered under regulation 79: corporate members and firms

80A

Register of residential addresses of members of a UK Societas's supervisory organ

80B

Duty to notify registrar of changes

80C

Protected information: restriction on use or disclosure by UK Societas

80D

Putting a member of the supervisory organ’s address on the public record

80E

The SE as a body corporate

Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)

Accounting Reference Period and Financial Year of Transferring SE

Penalties for Breach of Article 11 (use of SE in name)

Registration under the 2006 Act

SCHEDULE 1A — Modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc

1

2

3

4

5

6

1

2

3

4

5

Modifications applying on or after registration

Effect of registration

Certificate as to share capital

Accounting Reference Date

Statement of SE’s name and registered office address

10A

Statement of proposed members

10B

Statement of subscribed capital

10C

Employee involvement statement

10D

Certificate of the competent authority under Article 8(8)

Statement of compliance

11A

Registration of an SE

Documents sent to the registrar

Application of language requirements to documents relating to SEs

Application of the 2006 Act to the registration of SEs

False statements in documents delivered to the registrar

Statement of compliance

85A

Publication of draft terms of conversion

Registration under the 2006 Act

Effect of registration

Records of a converting SE

Information within section 790ZF(2): restriction on use or disclosure by a UK Societas

80DA

Putting a member of the supervisory organ’s address on the public record

The SE as a body corporate

Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)

Accounting Reference Period and Financial Year of Transferring UK Societas

Penalties for Breach of Article 11 (use of SE in name)

... EC Regulation

Conversion of an SE to a UK Societas: obligations on the registrar

12A

References in the Companies Act 2006 to a certificate of incorporation

12B

Documents sent to the registrar

Application of language requirements to documents relating to UK Societates

Application of the 2006 Act to the registration of UK Societates

False statements in documents delivered to the registrar

Proportion of shareholders of a UK Societas who may require one or more additional items to be put on the agenda of any general meeting (Article 56)

UK Societates subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))

The UK Societas as a body corporate