Citation and commencement

1.–(1) These Regulations may be cited as the European Public Limited-Liability Company (Amendment) Regulations 2009.

(2) These Regulations come into force on 1st October 2009.

Transitional provision relating to forms and other documents to be delivered to the registrar

2. So far as relating to forms and other documents required to be delivered to the registrar, the amendments made by these Regulations do not have effect in any case where the obligation to deliver the form or other document arose before 1st October 2009.

Amendment of the European Public Limited-Liability Company Regulations 2004

3. The European Public Limited-Liability Company Regulations 2004(5) are amended as follows.

4. In regulation 1(3) (extent) for "Great Britain" substitute "the whole of the United Kingdom".

5. In regulation 3(1) (interpretation)–

(a) omit the definition of the "1985 Act";

(b) after the definition of the "1996 Act" insert–

"the "2006 Act" means the Companies Act 2006;";

(c) in the definition of "the Companies Acts", for "the Companies Act 2006" substitute "the 2006 Act";

(d) in the definition of "SE", for "registered in Great Britain" substitute "registered in the United Kingdom".

6. In regulation 5 (registration of an SE formed by merger in accordance with Article 2(1))–

(a) for "Form SE5" substitute "Form SE FM01";

(b) omit ", and, if applicable, Form SE(SR)";

(c) for "each Form" substitute "that Form".

7. In regulation 6 (registration of a holding SE in accordance with Article 2(2))–

(a) for "Form SE6" substitute "Form SE FM02";

(b) omit ", and, if applicable, Form SE(SR),";

(c) for "each Form" substitute "that Form".

8. In regulation 7 (registration of a subsidiary SE in accordance with Article 2(3))–

(a) for "Form SE7" substitute "Form SE FM03";

(b) omit ", and, if applicable, Form SE(SR),";

(c) for "each Form" substitute "that Form".

9. In regulation 8 (registration of an SE by transformation of public company in accordance with Article 2(4))–

(a) for "Form SE8" substitute "Form SE FM04";

(b) omit ", and, if applicable, Form SE(SR)";

(c) for "each Form" substitute "that Form".

10. In regulation 9(1) (registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2))–

(a) for "Form SE9(1)" substitute "Form SE FM05";

(b) omit ", and, if applicable, Form SE(SR),";

(c) for "each Form" substitute "that Form".

11. In regulation 10 (transfer of registered office to Great Britain)–

(a) in the heading and in the text, for "Great Britain" substitute "the United Kingdom";

(b) for "Form SE10" substitute "Form SE TR02";

(c) omit ", and, if applicable, Form SE(SR),";

(d) for "each Form" substitute "that Form".

12. In regulation 11 (transfer of registered office from Great Britain)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "Form SE11" substitute "Form SE TR03".

13. In regulation 12 (registration of SE), for "Great Britain" substitute "the United Kingdom".

14. In regulation 13 (documents sent to the registrar), for paragraph (1) substitute–

"(1) The registrar shall retain any document delivered to the registrar under any provision of these Regulations or the EC Regulation.

(1A) Any reference in the 2006 Act to "the register" is to be read as including a reference to–

(a) the documents required to be retained by the registrar under paragraph (1), and

(b) records of the information contained in those documents.

(1B) In the application of the 2006 Act in relation to those documents and records by virtue of paragraph (1A), the provisions specified in Schedule 1A to these Regulations have effect with the modifications specified in relation to each such provision in that Schedule."

15.–(1) After regulation 13 insert–

"Application of language requirements to documents relating to SEs

13A.–(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);

(c) section 1107 (certified translations).

(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) documents specified in respect of any of the Forms mentioned in regulations 5 to 11 of the European Public Limited-Liability Company Regulations 2004 (provisions relating to registration etc);

(b) copies of transfer proposals required to be delivered under regulation 68(1)(a) of those Regulations (publication of terms of transfer);

(c) copies of draft terms required to be delivered under regulation 68(2)(a) or (3)(a) of those Regulations (publication of terms for formation of holding SE or conversion of company into SE);

(d) copies of amendments to statutes required to be delivered under regulation 82(1)(a) of those Regulations (notification of amendments to statutes);

(e) documents required to be delivered with Form SE CV01 under regulation 85 of those Regulations (registration of a public company by conversion of SE);

(f) copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion).";

(c) section 1107 applies as if any reference to a company were a reference to an SE.

(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 an SE.

(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 on or after 1st January 2007.

(5) For the purposes of this regulation documents required to be delivered to the Secretary of State under regulation 11 shall be treated as documents required to be delivered to the registrar under that regulation."

(2) Nothing in regulation 2 of these Regulations (transitional provision relating to documents required to be delivered to registrar) affects the operation of–

(a) paragraphs (3) and (4) of regulation 13A of the European Public Limited-Liability Company Regulations 2004, as inserted by this regulation, or

(b) paragraph (5) of that regulation, so far as relating to those paragraphs.

16.–(1) Regulation 14 (application of the 1985 Act to the registration of SEs) is amended as follows.

(2) The existing provision is renumbered as paragraph (1).

(3) In that paragraph, for "the 1985 Act" substitute "the 2006 Act".

(4) After that paragraph insert–

"(2) This regulation does not affect the application of provisions of the 2006 Act in respect of the matters referred to in paragraph (1)(a) or (b) otherwise than by virtue of this regulation."

(5) The heading becomes "Application of the 2006 Act to the registration of SEs".

17. Omit Part 3 (which relates to employee involvement and is being re-enacted, with modifications, in a separate statutory instrument).

18. In regulation 56 (additional forms of publication of transfer proposal), in paragraph (3), for "paragraphs (1) or (2)" substitute "paragraph (1) or (2)".

19. Omit regulation 60 (opposition of competent authority to company´s participation in merger).

20. In regulation 68 (publication of terms of transfer, formation and conversion)–

(a) in paragraph (1)(a), for "Form SE68(1)(a)" substitute "Form SE TR01";

(b) in paragraph (2), in the opening words, for "Great Britain" substitute "the United Kingdom";

(c) in paragraph (2)(a), for "Form SE68(2)(a)" substitute "Form SE DT01";

(d) in paragraph (3)(a), for "Form SE68(3)(a)" substitute "Form SE DT02".

21. In regulation 69 (publication of completion of merger) for "Great Britain" substitute "the United Kingdom".

22. In regulation 70(1) (publication of fulfilment of conditions for formation of holding SE)–

(a) for "registered in Great Britain" substitute "registered in the United Kingdom";

(b) for "Form SE70(1)" substitute "Form SE SC01".

23. In regulation 72 (protection of creditors and others on transfer)–

(a) in paragraph (5), after "section 122 of the Insolvency Act 1986(6)" insert "or, as the case may be, Article 102 of the Insolvency (Northern Ireland) Order 1989(7)";

(b) in paragraph (6), for "Form SE72(6)" substitute "Form SE SS01".

24. In regulation 73(2) (power of Secretary of State where SE no longer complies with requirements of Article 7: enforcement of direction)–

(a) in sub-paragraph (a), after "High Court" insert "in England and Wales";

(b) omit the "or" at the end of that sub-paragraph;

(c) after sub-paragraph (b) insert–

"(c) in the case of an SE whose registered office is in Northern Ireland, by an application to the High Court in Northern Ireland for an injunction.".

25.–(1) Regulation 74 (review of decisions of competent authority) is amended as follows.

(2) In paragraph (1)(b), for "Great Britain" substitute "the United Kingdom".

(3) In paragraph (2), for "Great Britain" substitute "the United Kingdom".

(4) In paragraph (3)–

(a) in sub-paragraph (a), after "High Court" insert "in England and Wales";

(b) omit the "and" at the end of that sub-paragraph;

(c) after sub-paragraph (b) insert–

"(c) an SE, or a company, whose registered office is in Northern Ireland, the High Court in Northern Ireland."

26.–(1) Regulation 75 (competent authorities) is amended as follows.

(2) For paragraph (b) substitute–

"(b) in respect of Article 25–

(i) the High Court in England and Wales, in relation to a public company whose registered office is in England and Wales,

(ii) the Court of Session, in relation to a public company whose registered office is in Scotland,

(iii) the High Court in Northern Ireland, in relation to a public company whose registered office is in Northern Ireland; and".

(3) For paragraph (c) substitute–

"(c) in respect of Article 26–

(i) the High Court in England and Wales, in relation to an SE where the registered office is proposed to be in England and Wales,

(ii) the Court of Session, in relation to an SE where the registered office is proposed to be in Scotland,

(iii) the High Court in Northern Ireland, in relation to an SE where the registered office is proposed to be in Northern Ireland.".

27.–(1) Regulation 76 (enforcement of obligation to amend statutes in conflict with arrangements for employee involvement) is amended as follows.

(2) In paragraph (1)(a) for "Part 3 of these Regulations" substitute "the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009(8) or, as the case may be, the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009(9)".

(3) In paragraph (2)–

(a) in sub-paragraph (a), after "High Court" insert "in England and Wales";

(b) omit the "and" at the end of that sub-paragraph;

(c) after sub-paragraph (b) insert–

"(c) in respect of an SE with its registered office in Northern Ireland, to the High Court in Northern Ireland by injunction.".

28.–(1) For regulations 79 and 80 (register of members of supervisory organ, and particulars to be registered) substitute–

"Register of members of supervisory organ

79.–(1) Every SE which has adopted the form of a two-tier system in its statutes must keep a register of the members of its supervisory organ ("the register of SO members").

(2) The register must contain the required particulars (see regulations 80 and 80A) of each of the members of the supervisory organ.

(3) The register must be kept available for inspection–

(a) at the SE´s registered office, or

(b) at such place as may for the time being be specified in regulations under section 1136 of the 2006 Act in the case of a company and its register of directors under section 162 of that Act.

(4) The SE must give notice to the registrar–

(a) of the place at which the register is kept available for inspection, and

(b) of any change in that place,

unless the register has at all times been kept at the SE´s registered office.

(5) The register must be open to the inspection–

(a) of any shareholder of the SE without charge, and

(b) of any other person on payment of a fee of £3.50 for each hour or part of an hour during which the right of inspection is exercised.

(6) If–

(a) default is made in complying with paragraph (1), (2) or (3),

(b) default is made for 14 days in complying with paragraph (4), or

(c) an inspection required under paragraph (5) is refused,

an offence is committed by the SE and by every officer of the SE 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 an SE, is a shadow director of the SE is treated as an officer of the SE.

(7) 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.

(8) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.

(9) For the meaning of "the court" in this regulation see section 1156 of the 2006 Act.

(10) Where an SE is required by this regulation to keep a register of SO members, the application of regulation 78 to that SE does not require particulars of members of the supervisory organ to be kept on any register under section 162 of the 2006 Act (register of directors).

Particulars of members to be registered under regulation 79: individuals

80.–(1) An SE´s register of SO members must contain the following particulars in the case of any member of the supervisory organ who is an individual–

(a) name and any former name;

(b) a service address;

(c) the country or state (or part of the United Kingdom) in which the member is usually resident;

(d) nationality;

(e) business occupation (if any);

(f) date of birth.

(2) For the purposes of this regulation "name" means a person´s Christian name (or other forename) and surname, except that in the case of–

(a) a peer, or

(b) an individual usually known by a title,

the title may be stated instead of the person´s Christian name (or other forename) and surname or in addition to either or both of them.

(3) For the purposes of this regulation a "former name" means a name by which the individual was formerly known for business purposes.

Where a person is or was formerly known by more than one such name, each of them must be stated.

(4) It is not necessary for the register to contain particulars of a former name in the following cases–

(a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of, or succession to, the title;

(b) in the case of any person, where the former name–

(i) was changed or disused before the person attained the age of 16 years, or

(ii) has been changed or disused for 20 years or more.

(5) A person´s service address may be stated to be "The SE´s registered office".

(6) For the meaning of "service address" see section 1141 of the 2006 Act.

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

80A. An SE´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;

(c) in the case of an EEA company to which the First Company Law Directive (68/151/EEC) applies, particulars of–

(i) the register in which the company file mentioned in Article 3 of that Directive is kept (including details of the relevant state), and

(ii) the registration number in that register;

(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 an SE´s supervisory organ

80B.–(1) Every SE 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 SE´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 SE´s registered office".

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

(a) the SE, and

(b) every officer of the SE 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 an SE, is a shadow director of the SE is treated as an officer of the SE.

(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 an SE is required by this regulation to keep a register of SO members´ residential addresses, the application of regulation 78 to that SE 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) An SE 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 SE, 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, and the date when it occurred, in whichever of the Forms SE AP01, SE AP02, SE TM01, SE CH01 or SE CH02 set out in Schedule 1 is appropriate.

(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 SE´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 consent by that person to act in that capacity.

(3) Where–

(a) an SE gives notice of a change of a member of its supervisory organ´s service address as stated in the SE´s register of SO members, and

(b) the notice is not accompanied by notice of any resulting change in the particulars contained in the SE´s register of SO members´ residential addresses,

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

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

(a) the SE, and

(b) every officer of the SE 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 an SE, is a shadow director of the SE is treated as an officer of the SE.

(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 SE

80D. In the application of section 241(1)(b) of the 2006 Act in relation to an SE, 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 an SE–

(a) the references in subsections (3)(a) and (4)(a) to the company´s register of directors are references to the SE´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 SE´s register of SO members´ residential addresses.

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

(2) Schedule 2 makes transitional provision with respect to registers relating to members of the supervisory organ of an SE.

29. In regulation 81 (application of enactments to SE as body corporate)–

(a) in paragraph (1) for "whether or not registered in Great Britain" substitute "whether or not registered in the United Kingdom";

(b) in paragraph (2) for "incorporated in, or formed under the law of, Great Britain" substitute "incorporated in, or formed under the law of, the United Kingdom (or any part of the United Kingdom)".

30. In regulation 82(1) (notification of amendments to statutes and insolvency events)–

(a) in sub-paragraph (a), for "Form SE82(1)(a)" substitute "Form SE AS01";

(b) in sub-paragraph (b), for "Form SE82(1)(b)" substitute "Form SE WU01".

31.–(1) Regulation 83 (accounting reference period and financial year of transferring SE) is amended as follows.

(2) In paragraph (1)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "the Companies Act 2006", in both places where it occurs, substitute "the 2006 Act".

(3) In paragraph (2), for "Great Britain" substitute "the United Kingdom".

(4) In paragraph (3)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "the Companies Act 2006" substitute "the 2006 Act".

32.–(1) Regulation 85 (registration of a public company by conversion of an SE) is amended as follows.

(2) The existing provision becomes paragraph (1).

(3) In that paragraph –

(a) for "Form SE85" substitute "Form SE CV01";

(b) omit the words from "and, for the purposes of registering" to the end of the paragraph.

(4) After that paragraph insert–

"(2) In this Part the SE is referred to as the "converting SE"."

33. In Regulation 86 (publication of draft terms of conversion) for "Form SE86" substitute "Form SE DT03".

34.–(1) Regulation 87 (registration of SE as a company) is amended as follows.

(2) for paragraph (1) substitute–

"(1) On and after the day on which Form SE CV01 is delivered to the registrar section 14 of the 2006 Act (registration) shall apply in relation to the documents delivered with Form SE CV01 as if–

(a) they have been delivered under section 9 of that Act (registration), and

(b) the requirements of that Act in respect of registration had been complied with."

(3) Omit paragraph (2).

(4) In paragraph (3)–

(a) in the opening words, for "the memorandum and articles of association of the converting SE" substitute "the documents referred to in paragraph (1)";

(b) for paragraph (b) substitute–

"(b) that those documents are registered under the 2006 Act; and".

(5) In paragraph (4)(a)–

(a) for "the 1985 Act" substitute "the 2006 Act";

(b) omit "and of matters precedent and incidental to it".

(6) The heading becomes "Registration under the 2006 Act".

35.–(1) Regulation 88 (effect of registration) is amended as follows.

(2) In paragraph (1), for "paragraphs 2 to 10" substitute "paragraphs 2 to 9".

(3) In paragraph (2)–

(a) for "its memorandum" substitute "the certificate given under regulation 87(3)";

(b) for "section 28 of the 1985 Act" substitute "any change of name by the converting SE".

(4) In paragraph (3), for "Form SE85" substitute "Form SE CV01".

36. For Schedule 1 (forms) substitute the Schedule 1 set out in Schedule 1 to these Regulations.

37. After Schedule 1 insert–

Regulation 13(1B)

"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 an SE, 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 an SE, and

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

4. Section 1094 (administrative removal of material from the register), as if–

(a) for paragraph (a) of subsection (3) there were substituted–

"(a) anything whose registration has had legal consequences in relation to the SE as regards its registration;", and

(b) any reference in subsection (4) to a company were a reference to an SE.

5. Section 1095 (rectification of register on application to registrar), as if any reference to a company were a reference to an SE.

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 an SE."

38. For Schedule 2 (provisions of the 1985 Act applied by virtue of regulation 14) substitute–

Regulation 14

"SCHEDULE 2 Provisions of the 2006 Act applying to the registration of SEs

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

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 an SE, and

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

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 an SE being dissolved,

(b) the reference in subsection (2) 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

(c) subsection (4) were omitted.

4. Section 1113 (enforcement of company´s filing obligations), as if–

(a) any reference to a company were a reference to an SE,

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

(c) any reference to a member of a company were a reference to a shareholder of an SE, and

(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 an SE, and

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

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

39. Omit Schedule 3 (standard rules on employee involvement).

40.–(1) Schedule 4 (modifications of the Companies Acts and the Insolvency Act 1986) is amended as follows.

(2) Omit paragraph 1 (modifications applying before registration).

(3) In paragraph 2 (construction of references to company´s incorporation), for "a converting SE´s memorandum and articles of association" substitute "the documents delivered with Form SE CV01 under regulation 85".

(4) In paragraph 3 (construction of references to documents delivered under the 1985 Act), for "the 1985 Act" substitute "the 2006 Act".

(5) For paragraph 5 (construction of references to companies formed and registered under the Companies Acts) substitute–

"5. The converting SE is treated as if it had been formed (as well as registered) under the 2006 Act."

(6) In paragraph 6 (section 13 of 1985 Act (effect of registration) not to apply), for "Section 13 of the 1985 Act" substitute "Section 16 of the 2006 Act".

(7) In paragraph 7 (section 22(1) of 1985 Act (definition of "member") not to apply), for "Section 22(1) of the 1985 Act" substitute "Section 112(1) of the 2006 Act".

(8) Omit paragraph 8 (which relates to the penalty for improper use of "limited" etc and is superseded by section 1197 of the Companies Act 2006).

(9) In paragraph 9 (certificate as to share capital)–

(a) for "the Companies Act 2006", in both places where it occurs, substitute "the 2006 Act";

(b) omit the "and" at the end of paragraph (a);

(c) after paragraph (b) insert–

"(c) Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986)."

(10) Omit paragraph 10 (fees).

(11) In paragraph 11 (accounting reference date), for "the Companies Act 2006" substitute "the 2006 Act".

(12) The heading to the Schedule becomes "Modifications of the Companies Acts etc".

Continuation of certain amendments to the Insolvency (Northern Ireland) Order 1989

41.–(1) Notwithstanding the revocation of the European Public Limited-Liability Company Regulations (Northern Ireland) 2004(10) by section 1285 of the Companies Act 2006, the following Article continues to be inserted after Article 104A of the Insolvency (Northern Ireland) Order 1989(11)–

"Petition for winding up of SE

104B.–(1) Where–

(a) an SE whose registered office is in Northern Ireland is not in compliance with Article 7 of Council Regulation (EC) No 2157/2001 on the Statute for a European Company (the "EC Regulation") (location of head office and registered office), and

(b) it appears to the Department that the SE should be wound up,

the Department may present a petition for it to be wound up if the court thinks it is just and equitable for it to be so.

(2) This Article does not apply if the SE is already being wound up by the court.

(3) In this Article "SE" has the same meaning as in the EC Regulation.".

(2) In consequence, in the Insolvency (Northern Ireland) Order 1989–

(a) in Article 104 (application for winding-up), in paragraph (5)(b), after "104A" there continues to be inserted "or 104B";

(b) in Schedule A1(12) (moratorium where directors propose voluntary arrangement), in paragraph 23(4)(a), after "104A" there continues to be inserted "or 104B".

Amendment of the Companies (Disclosure of Address) Regulations 2009

42.–(1) The Companies (Disclosure of Address) Regulations 2009(13) are amended as follows.

(2) In regulation 1(2) (interpretation)–

(a) insert at the appropriate place–

""the SEs Regulations" means the European Public Limited-Liability Company Regulations 2004;";

""the old SEs Regulations" means the SEs Regulations, disregarding the amendments made by the European Public Limited-Liability Company (Amendment) Regulations 2009;";

""the Northern Ireland SEs Regulations" means the European Public Limited-Liability Company Regulations (Northern Ireland) 2004;";

(b) in the definition of "former name", after "the 1986 Order," insert "or regulation 80C of the SEs Regulations, or regulation 79 of the old SEs Regulations, or regulation 77 of the Northern Ireland SEs Regulations,".

(3) In regulation 9(1) (application under section 1088 to make an address unavailable for public inspection by an individual) omit the word "or" at the end of sub-paragraph (b) and after that sub-paragraph insert–

"(ba) as a service address under regulation 80C of the SEs Regulations (duty to notify registrar of changes of particulars of members of an SE´s supervisory organ),

(bb) under regulation 79 of the old SEs Regulations or regulation 77 of the Northern Ireland SEs Regulations, or".

Amendment of the Registrar of Companies and Applications for Striking Off Regulations 2009

43. In regulation 8 of the Registrar of Companies and Applications for Striking Off Regulations 2009(14) (permitted characters and symbols for names and addresses in documents delivered to the registrar), in paragraph (2), at the end insert–

"(m) documents specified in respect of any of the Forms mentioned in regulations 5 to 11 of the European Public Limited-Liability Company Regulations 2004 (provisions relating to registration etc);

(n) copies of transfer proposals required to be delivered under regulation 68(1)(a) of those Regulations (publication of terms of transfer);

(o) copies of draft terms required to be delivered under regulation 68(2)(a) or (3)(a) of those Regulations (publication of terms for formation of holding SE or conversion of company into SE);

(p) copies of amendments to statutes required to be delivered under regulation 82(1)(a) of those Regulations (notification of amendments to statutes);

(q) documents required to be delivered with Form SE CV01 under regulation 85 of those Regulations (registration of a public company by conversion of SE);

(r) copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion)."

SCHEDULES

Regulation 36

SCHEDULE 1 Schedule 1 to the European Public Limited-Liability Company Regulations 2004

The following is the Schedule that is to be substituted for Schedule 1 to the European Public Limited-Liability Company Regulations 2004(15) (prescribed forms)–

"SCHEDULE 1 Forms relating to SEs

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

View a larger version of this image

"

Regulation 28(2)

SCHEDULE 2 Transitional provision: registers relating to members of the supervisory organ of an SE

Interpretation

1.–(1) In this Schedule–

(a) "existing SE" means an SE which, immediately before 1st October 2009, was registered in accordance with regulation 12 of the SEs Regulations or regulation 12 of the Northern Ireland SEs Regulations;

(b) "the SEs Regulations" means the European Public Limited-Liability Company Regulations 2004;

(c) "the new SEs Regulations" means the SEs Regulations, as amended by these Regulations;

(d) "the old SEs Regulations" means the SEs Regulations, disregarding the amendments made by these Regulations;

(e) "the Northern Ireland SEs Regulations" means the European Public Limited-Liability Company Regulations (Northern Ireland) 2004.

(2) In this Schedule–

"the Companies Acts register" means the register, within the meaning given by section 1080(2) of the Companies Act 2006, as that provision has effect in relation to SEs;

"the old Regulations" means–

"register of SO members" means the register of particulars of members of its supervisory organ which a two-tier SE is required to keep–

"SE" has the same meaning as in the SEs Regulations;

"two-tier SE" means an SE which has adopted the form of a two-tier system in its statutes.

Particulars to be registered

2.–(1) An existing SE need not comply with any provision of the new SEs Regulations which requires its register of SO members to contain particulars additional to those required by the old Regulations until the earlier of–

(a) the date on which the SE makes up its first annual return made up to a date on or after 1st October 2009, and

(b) the last date to which the SE should have made up that return.

(2) Sub-paragraph (1) does not apply in relation to a member of whom particulars are first registered on or after 1st October 2009 (whether the member was appointed before, on or after that date).

(3) Sub-paragraph (1) ceases to apply in relation to a member whose registered particulars fall to be altered on or after 1st October 2009 because they have changed (whether the change occurred before, on or after that date).

(4) This paragraph does not affect the particulars required to be included in the SE´s annual return.

Relevant existing address to be treated as service address

3.–(1) In the case of an existing SE–

(a) the relevant existing address of a member of the supervisory organ is deemed, on and after 1st October 2009, to be a service address, and

(b) any entry in the SE´s register of SO members stating that address is treated, on and after that date, as complying with the obligation in regulation 80(1)(b) of the new SEs Regulations to state a service address.

(2) The "relevant existing address" is–

(a) the address which, immediately before 1st October 2009, appeared (in accordance with regulation 80(2) of the old SEs Regulations) in the SE´s register of SO members as having been notified to the SE under regulations made under sections 723B to 723F of the Companies Act 1985(16) (service address notified by individual applying for confidentiality order in respect of usual residential address), or

(b) if no such address appeared, the address which, immediately before that date, appeared in the SE´s register of SO members as the member´s usual residential address.

(3) Any notification of a change of relevant existing address occurring before 1st October 2009 that is received by the SE on or after that date is treated as being or, as the case may be, including notification of a change of service address.

(4) The operation of this paragraph does not give rise to any duty to notify the registrar under regulation 80C of the new SEs Regulations (duty to notify registrar of changes in particulars contained in the register).

Shadow directors

4.–(1) An existing SE must remove from its register of SO members on 1st October 2009 any entry relating to a person who is a shadow director of an SE by virtue of the members of the supervisory organ acting in accordance with the person´s directions or instructions.

(2) Regulation 80C of the new SEs Regulations (duty to notify registrar of changes) applies as if the shadow director had ceased to be a member of the supervisory organ on that date.

Removal of particulars from regulation 79 register on or after 1st October 2009

5. The removal by an existing SE from its register of SO members on or after 1st October 2009 of particulars required by the old Regulations but not required by the new SEs Regulations does not give rise to any duty to notify the registrar under regulation 80C of the new SEs Regulations (duty to notify registrar of changes in particulars contained in the register).

Register of members´ usual residential addresses (regulation 80B)

6.–(1) The duty of a two-tier SE to keep a register under regulation 80B of the new SEs Regulations (register of residential addresses of members of its supervisory organ) has effect on and after 1st October 2009.

(2) The entry on that register of information which, immediately before that date, was contained in the SE´s register of SO members does not give rise to any duty to notify the registrar under regulation 80C of the new SEs Regulations (duty to notify registrar of changes in particulars contained in the register).

Duty to notify registrar of changes (Regulation 80C)

7.–(1) Regulation 80C of the new SEs Regulations (duty to notify registrar of changes) applies in relation to any change occurring on or after 1st October 2009–

(a) among the members of a two-tier SE´s supervisory organ, or

(b) in the particulars contained in the register of SO members.

(2) In relation to a change occurring before that date–

(a) regulations 79(2), (4) and (7) and 80 of the old SEs Regulations, or

(b) regulations 77(2), (4) and (6) and 78 of the Northern Ireland SEs Regulations,

continue to apply.

Members of the supervisory organ: entries on the Companies Acts register

8.–(1) The registrar may make such entries in the Companies Acts register as appear to be appropriate, having regard to paragraphs 2 to 6 and the information appearing on the register immediately before 1st October 2009 or notified to the registrar in accordance with paragraph 7(2).

(2) In particular, the registrar may record as a service address–

(a) a relevant existing address (within the meaning of paragraph 3), or

(b) in the case of an SE falling within sub-paragraph (3), an address notified to the registrar in connection with that application as the usual residential address of a member of the supervisory organ.

(3) An SE falls within this sub-paragraph if–

(a) it was registered on an application received by the registrar before 1st October 2009, and

(b) the requirements as to registration were met in relation to it before that date.

(4) Any notification of a change of the relevant existing address occurring before 1st October 2009 that is received by the registrar on or after that date is treated as being or, as the case may be, including notification of a change of service address.

Residential addresses of members of the supervisory organ: protection from disclosure

9. Where the usual residential address of a member of the supervisory organ of an SE appears as a service address–

(a) in the register of SO members by virtue of paragraph 3, or

(b) in the Companies Acts register by virtue of paragraph 8,

that address is not protected information for the purposes of Chapter 8 of Part 10 of the Companies Act 2006.

10.–(1) Section 242(1) of the Companies Act 2006 (duty of registrar to omit protected information from material available for inspection) does not apply–

(a) to material delivered to the registrar before 1st October 2009, or

(b) to material delivered to the registrar on or after 1st October 2009 by virtue of paragraph 7(2) (notification of change occurring before that date).

(2) In section 242(2)(b) of the Companies Act 2006 (exclusion of material registered before commencement) the reference to things registered before Chapter 8 of Part 10 of that Act comes into force is treated as including anything registered as a result of a notification in accordance with paragraph 7(2) (notification on or after 1st October 2009 of change occurring before that date).

(3) Sub-paragraphs (1) and (2) have effect subject to paragraph 12 (which provides for the continued protection of information formerly protected by a confidentiality order).

11. In determining under section 245(1) of the Companies Act 2006 whether to put on the public record the usual residential address of a member of the supervisory organ of an SE, the registrar may take into account only–

(a) communications sent by the registrar on or after 1st October 2009, and

(b) evidence as to the effectiveness of service coming to the registrar´s attention on or after that date.

Continuation of protection afforded by confidentiality orders under the Companies Act 1985

12.–(1) A member of the supervisory organ of an SE in relation to whom a confidentiality order under section 723B of the Companies Act 1985 was in force immediately before 1st October 2009 is treated on and after that date as if–

(a) the member had made an application under section 1088 of the Companies Act 2006 (application to make address unavailable for public inspection) in respect of any address which, immediately before that date, was contained in "confidential records" as defined in section 723D(3) of the Companies Act 1985, and

(b) that application had been determined by the registrar in the member´s favour.

(2) The provisions of regulations under section 1088 relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

(3) In those regulations as they apply in accordance with this paragraph, any reference to an offence under section 1112 of the Companies Act 2006 (false statement) is to be read as a reference to an offence under regulations under section 723E(1)(a) of the Companies Act 1985 in relation to the application for the confidentiality order.

13.–(1) A member of the supervisory organ of an SE in relation to whom a confidentiality order under section 723B of the Companies Act 1985 was in force immediately before 1st October 2009 is treated on and after that date as if–

(a) the member had made an application under section 243(4) of the Companies Act 2006 (application to prevent disclosure of protected information by registrar to credit reference agency), and

(b) that application had been determined by the registrar in the member´s favour.

(2) The provisions of regulations under section 243(4) relating to decisions of the registrar in favour of an applicant (in particular as to the duration and revocation of such a decision) apply accordingly.

(3) In those regulations as they apply in accordance with this paragraph, any reference to an offence under section 1112 of the Companies Act 2006 (false statement) is to be read as a reference to an offence under regulations under section 723E(1)(a) of the Companies Act 1985 in relation to the application for the confidentiality order.

14. Where a confidentiality order under section 723B of the Companies Act 1985 was in force immediately before 1st October 2009 in relation to a member of the supervisory organ of an SE, regulation 79(5) and (8) of the new SEs Regulations (inspection of the SE´s register of SO members) does not apply in relation to that part of the SE´s register of SO members containing particulars of the usual residential address of the individual that before that date were protected from disclosure by regulation 79(6) of the old SEs Regulations.

Effect of pending application for confidentiality order

15.–(1) Section 723B(3) to (8) of the Companies Act 1985 (application for confidentiality order) continues to apply in relation to an application for a confidentiality order made before 1st October 2009.

(2) Paragraphs 12 to 14 (continuation of protection afforded by confidentiality orders) apply to a person in respect of whom such an application has been made, and has not been determined or withdrawn, as to a person in relation to whom a confidentiality order was in force immediately before that date.

(3) If the application is dismissed or withdrawn, those paragraphs cease to apply.

(4) If the application is successful, those paragraphs continue to apply as in the case of an individual in relation to whom a confidentiality order was in force immediately before 1st October 2009.

EXPLANATORY NOTE

(This note is not part of the Regulations)

Council Regulation 2157/2001 on the Statute for a European Company ("the Regulation") provides for the creation of a form of public limited-liability company, the Societas Europaea, known as the "SE". It is governed by the Regulation and, in respect of matters where the Regulation so provides, by the law applying to public limited-liability companies of the Member State in which it is, or is proposed to be, registered. The Regulation, although directly applicable in the territory of the European Community, obliges Member States to make arrangements in relation to SEs which register in their territory. These arrangements are contained in the European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326) ("the Principal Regulations") for Great Britain and in the European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 417) ("the Northern Ireland Regulations") for Northern Ireland.

These Regulations make amendments to the Principal Regulations. Some of the amendments are consequential on the extension of the Principal Regulations to Northern Ireland, and the revocation of the Northern Ireland Regulations by section 1285 of the Companies Act 2006 (c.46). Other amendments replace references to provisions of the Companies Act 1985 (c.6) with references to the equivalent provisions of the Companies Act 2006. Other amendments are consequential on changes to United Kingdom company law and reflect changes made to company law by the Companies Act 2006. In addition, Part 3 of the Principal Regulations, which relates to the involvement of employees in relation to the running of an SE, is omitted and is re-enacted with modifications in the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 (S.I. 2009/2401). The equivalent provisions for Northern Ireland are now contained in the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 (S.I. 2009/2402).

These Regulations also prescribe new forms for SEs which replace those currently contained in the Principal Regulations. The new forms are set out in Schedule 1 to these Regulations.

Regulation 60 of the Principal Regulations (opposition of competent authority to company´s participation in merger) is omitted (see regulation 19 of these Regulations).

An Impact Assessment of the effect that the Principal Regulations would have on the costs of business was prepared and placed in the library of both Houses of Parliament, as were transposition notes. These documents can be obtained from the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET, and can be downloaded from http:\\www.opsi.gov.uk/si/em_20042326_en.pdf. No further Impact Assessment has been produced.