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The European Public Limited-Liability Company Regulations 2004

S.I. 2004/2326 · Made 6 September 2004 · Extends to England, Wales and Scotland

Up to date with all changes known to legislation.gov.uk, revised to 18 November 2025.

EUROPEAN COMMUNITIES

Made 6th September 2004

Laid before Parliament 13th September 2004

Coming into force 8th October 2004

The Secretary of State, being a Minister designated M1 for the purposes of section 2(2) of the European Communities Act 1972 M2 in relation to measures relating to the registration, operation and regulation of European public limited liability companies, in exercise of the powers conferred on her by section 2(2) of that Act and of all other powers enabling her in that behalf, hereby makes the following Regulations:C1C2C3

Annotations to the whole text

Marginal citations

M1

S.I. 2003/2901.

M2

1972 c. 68; as amended by the European Economic Area Act 1989 (c. 40).

Modifications

C1

Instrument extended (1.10.2009) by Companies Act 2006 (c. 46), ss. 1285(1), 1300(2); S.I. 2008/2860, art. 3(z) (with arts. 7, 8, Sch. 2 para. 1)

C2

Regulations applied (31.12.2020) by Regulation (EC) No. 2157/2001, Art. 13 (as amended by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), reg. 108 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

C3

Regulations applied and modified (31.12.2020) by Regulation (EC) No. 2157/2001, Arts. AA1, AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145)) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1)

Contents

  1. Part 1: GENERAL
  2. 1Citation, commencement and extent
  3. 2... EC Regulation
  4. 3Interpretation
  5. Part 2: REGISTRATION OF UK Societates AND THE REGISTRAR ETC.
  6. 4The registrar
  7. 5Registration of an SE formed by merger in accordance with Article 2(1) Repealed
  8. 6Registration of the formation of a holding SE in accordance with Article 2(2) Repealed
  9. 7Registration of the formation of a subsidiary SE in accordance with Article 2(3) Repealed
  10. 8Registration of an SE by the transformation of a public company in accordance with Article 2(4) Repealed
  11. 9Registration of an SE formed as the subsidiary of an SE in accordance with Article 3(2) Repealed
  12. 10Registration of an SE on the transfer of its registered office to the United Kingdom in accordance with Article 8 Repealed
  13. 10AStatement of SE’s name and registered office address Repealed
  14. 10BStatement of proposed members Repealed
  15. 10CStatement of subscribed capital Repealed
  16. 10DEmployee involvement statement Repealed
  17. 11Certificate of the competent authority under Article 8(8) Repealed
  18. 11AStatement of compliance Repealed
  19. 12Registration of an SE Repealed
  20. 12AConversion of an SE to a UK Societas: obligations on the registrar
  21. 12BReferences in the Companies Act 2006 to a certificate of incorporation
  22. 13Documents sent to the registrar
  23. 13AApplication of language requirements to documents relating to UK Societates
  24. 14Application of the 2006 Act to the registration of UK Societates
  25. 15False statements in documents delivered to the registrar
  26. Part 3: EMPLOYEE INVOLVEMENT
  27. INTERPRETATION OF PART 3 Repealed
  28. 16Interpretation of Part 3 Repealed
  29. PARTICIPATING COMPANIES AND THE SPECIAL NEGOTIATING BODY Repealed
  30. 17Circumstances in which certain provisions of Part 3 apply Repealed
  31. 18Duty on participating company to provide information Repealed
  32. 19Complaint of failure to provide information Repealed
  33. 20Function of the special negotiating body Repealed
  34. 21Composition of the special negotiating body Repealed
  35. 22Complaint about establishment of special negotiating body Repealed
  36. ELECTION OR APPOINTMENT OF UK MEMBERS OF THE SPECIAL NEGOTIATING BODY Repealed
  37. 23Ballot arrangements Repealed
  38. 24Conduct of the ballot Repealed
  39. 25Appointment of UK members by a consultative committee Repealed
  40. 26Representation of employees Repealed
  41. NEGOTIATION OF THE EMPLOYEE INVOLVEMENT AGREEMENT Repealed
  42. 27Negotiations to reach an employee involvement agreement Repealed
  43. 28The employee involvement agreement Repealed
  44. 29Decisions of the special negotiating body Repealed
  45. 30Decision not to open or to terminate negotiations Repealed
  46. 31Complaint about decisions of special negotiating body Repealed
  47. STANDARD RULES ON EMPLOYEE INVOLVEMENT Repealed
  48. 32Standard rules on employee involvement Repealed
  49. COMPLIANCE AND ENFORCEMENT Repealed
  50. 33Disputes about operation of an employee involvement agreement or the standard rules on employee involvement Repealed
  51. 34Penalties Repealed
  52. 35Misuse of procedures Repealed
  53. 36Exclusivity of remedy Repealed
  54. CONFIDENTIAL INFORMATION Repealed
  55. 37Breach of statutory duty Repealed
  56. 38Withholding of information by the competent organ Repealed
  57. PROTECTION FOR MEMBERS OF SPECIAL NEGOTIATING BODY, ETC. Repealed
  58. 39Right to time off for members of special negotiating body, etc. Repealed
  59. 40Right to remuneration for time off under regulation 39 Repealed
  60. 41Right to time off: complaints to tribunals Repealed
  61. 42Unfair dismissal Repealed
  62. 43Subsidiary provisions relating to unfair dismissal Repealed
  63. 44Detriment Repealed
  64. 45Detriment: enforcement and subsidiary provisions Repealed
  65. 46Conciliation Repealed
  66. MISCELLANEOUS Repealed
  67. 47CAC proceedings Repealed
  68. 48Appeal Tribunal: location of certain proceedings under these Regulations Repealed
  69. 49Appeal Tribunal: appeals from employment tribunals Repealed
  70. 50ACAS Repealed
  71. 51Restrictions on contracting out: general Repealed
  72. 52Restrictions on contracting out: Chapter 8 of this Part Repealed
  73. 53Amendment of the Transnational Information and Consultation of Employees Regulations 1999 Repealed
  74. 54Existing employee involvement rights Repealed
  75. Part 4: EXERCISE OF MEMBER STATES OPTIONS UNDER THE EC REGULATION
  76. 55Participation in the formation of an SE by a company formed under the law of a Member State whose head office is not in the Community (Article 2(5)) Repealed
  77. 56Additional forms of publication of transfer proposal (Article 8(2)) Repealed
  78. 57Extension of protection given by Article 8(7) to liabilities incurred prior to transfer (Article 8(7)) Repealed
  79. 58Power of the competent authorities of a Member State to oppose a transfer on public interest grounds (Article 8(14)) Repealed
  80. 59Power of the management or administrative organ of a UK Societas to amend statutes where in conflict with employee involvement arrangements (Article 12(4))
  81. 60Power of the competent authorities of a Member State to oppose the participation of a merging company governed by its law on public interest grounds (Article 19) Repealed
  82. 61Minimum number of members of the management organ (Article 39(4))
  83. 62Minimum number of members of the supervisory organ (Article 40(3))
  84. 63Members of the supervisory organ to be entitled to require the management organ to provide certain information (Article 41(3))
  85. 64Minimum number of members of an administrative organ (Article 43(2))
  86. 65Timing of the first general meeting of a UK Societas (Article 54(1))
  87. 66Proportion 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)
  88. 67UK Societates subject to law on public limited liability companies as regard the expression of their capital (Article 67(1))
  89. Part 5: PROVISIONS REQUIRED BY THE EC REGULATION
  90. 68Publication of terms of transfer, formation and conversion (Articles 8(2), 32(3) and 37(5)) Repealed
  91. 69Publication of completion of merger (Article 28) Repealed
  92. 70Publication of fulfilment of conditions for the formation of a holding SE (Article 33(3)) Repealed
  93. 71Publication of other documents or information (Articles ... 59(3) and 65)
  94. 72Protection of creditors and others on a transfer (Article 8(7)) Repealed
  95. 73Power of Secretary of State where an SE no longer complies with the requirements of Article 7 Repealed
  96. 74Review of decisions of a competent authority (Articles 8(14) and 19) Repealed
  97. Part 6: PROVISIONS RELATING TO THE EFFECTIVE APPLICATION OF THE EC REGULATION
  98. 75Competent authorities
  99. 76Enforcement of obligation to amend Statutes in conflict with Arrangements for Employee Involvement
  100. 77Records of an SE transferred under Article 8 of the EC Regulation (as it had effect immediately before IP completion day
  101. 78Application of enactments to members of supervisory, management and administrative organs
  102. 79Register of members of supervisory organ
  103. 80Particulars of members to be registered under regulation 79: individuals
  104. 80AParticulars of members to be registered under regulation 79: corporate members and firms
  105. 80BRegister of residential addresses of members of a UK Societas's supervisory organ
  106. 80CDuty to notify registrar of changes
  107. 80DProtected information: restriction on use or disclosure by UK Societas
  108. 80DAInformation within section 790ZF(2): restriction on use or disclosure by a UK Societas
  109. 80EPutting a member of the supervisory organ’s address on the public record
  110. 81The UK Societas as a body corporate
  111. 82Notification of Amendments to Statutes and Insolvency Events (Articles 59(3) and 65)
  112. 83Accounting Reference Period and Financial Year of Transferring UK Societas
  113. 84Penalties for Breach of Article 11 (use of SE in name) Repealed
  114. Part 7: PROVISIONS RELATING TO THE CONVERSION OF UK SOCIETATES TO A PUBLIC COMPANY IN ACCORDANCE WITH ARTICLE 66 OF THE EC REGULATION
  115. 85Registration of a public company by the conversion of a UK Societas
  116. 85AStatement of compliance
  117. 86Publication of draft terms of conversion
  118. 87Registration under the 2006 Act
  119. 88Effect of registration
  120. 89Records of a converting SE
  121. Signature
  122. Schedule 1Schedule 1
  123. Schedule 1A: Modifications of provisions of the 2006 Act applying in relation to documents sent to the registrar etc
  124. 1Paragraph 1
  125. 2Paragraph 2
  126. 3Paragraph 3
  127. 4Paragraph 4
  128. 5Paragraph 5 Repealed
  129. 6Paragraph 6
  130. Schedule 2: Provisions of the 2006 Act applying to the registration of UK Societates
  131. 1Paragraph 1
  132. 2Paragraph 2
  133. 3Paragraph 3
  134. 4Paragraph 4
  135. 5Paragraph 5
  136. Schedule 3: STANDARD RULES ON EMPLOYEE INVOLVEMENT Repealed
  137. Part 1: Composition of the representative body Repealed
  138. Paragraph Repealed
  139. 2Paragraph 2 Repealed
  140. 3Paragraph 3 Repealed
  141. 4Paragraph 4 Repealed
  142. 5Paragraph 5 Repealed
  143. Part 2: Standard rules for information and consultation Repealed
  144. 6Paragraph 6 Repealed
  145. Part 3: Standard rules for participation Repealed
  146. 7Paragraph 7 Repealed
  147. Schedule 4: Modifications of the Companies Acts etc
  148. 1Paragraph 1 Repealed
  149. Modifications applying on or after registration
  150. 2Paragraph 2
  151. 3Paragraph 3
  152. 4Paragraph 4
  153. 5Paragraph 5
  154. 6Effect of registration
  155. 7Effect of registration
  156. 8Paragraph 8 Repealed
  157. 9Certificate as to share capital
  158. 10Paragraph 10 Repealed
  159. 11Accounting Reference Date
  160. Explanatory note