
TITLE I
Article A1 
In this Regulation—
 “the 2004 Regulations” means the European Public Limited-Liability Company Regulations 2004;
 “the 2009 Employee Involvement (GB) Regulations” means the European Public Limited-Liability Company (Employee Involvement)
									(Great Britain) Regulations 2009;
 “the 2009 Employee Involvement (NI) Regulations” means the European Public Limited-Liability Company (Employee Involvement)
									(Northern Ireland) Regulations 2009;
 “the Companies Acts” has the meaning given by section 2 of the Companies Act 2006;
 “SE” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of this regulation, as it had effect immediately before  IP completion day  and means an SE registered in the United Kingdom.
Article AA1 

(1.) On  IP completion day  every SE which remains registered in the United Kingdom immediately before IP completion day converts to a United Kingdom Societas (or UK Societas), and on and after IP completion day  “UK Societas” replaces  “SE” in its name.
(2.) A UK Societas is deemed to have in place of its existing statutes, statutes that comprise the provisions of its existing statutes save that, as they apply from  IP completion day—
(a) “UK Societas” replaces  “SE” in any reference to the SE's name;
(b) any use of  “European Public Limited-Liability Company” or  “Societas Europaea” is replaced by “
                          United Kingdom Societas
                        ” or “UK Societas”;
(c) any reference in those statutes to Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees is read, where appropriate and where that reference remains operative, as though it were a reference to the 2009 Employee Involvement (GB) Regulations, or (as the case may be) the 2009 Employee Involvement (NI) Regulations;
(d) any reference in those statutes to the EC Regulation, the 2004 Regulations, the 2009 Employee Involvement (GB) Regulations, or the 2009 Employee Involvement (NI) Regulations, is read, where appropriate and where that reference remains operative, as though it is a reference to those enactments as they form part of  assimilated  law.
(4.) Paragraphs 1 and 2 do not apply to an outgoing SE (as to which, see paragraphs (4) and (5) of regulation 12A of the 2004 Regulations).
(5.) In paragraph 4, an  “outgoing SE” means an SE—
(a) which, immediately before  IP completion day, is registered in a Member State pursuant to a transfer of its registered address from the United Kingdom to that Member State; but
(b) whose registration in the United Kingdom has not been deleted before IP completion day,
in accordance with Article 8 of this Regulation, as it applied immediately before IP completion day.
(6.) The provisions of Article 59 are disapplied for the purposes of this regulation.
Article AAA1 

(1.) The UK Societas retains the legal personality it had when it was an SE.
(2.) Save as regards any rights or obligations which are no longer applicable to a UK Societas as a result of the European Public Limited-Liability Company (Amendment etc.)
							(EU Exit) Regulations 2018, the conversion of an SE to a UK Societas—
(a) does not affect any rights or obligations of the UK Societas, or render defective any legal proceedings by or against it; and
(b) any legal proceedings that might have been continued or commenced against it when it was an SE may be continued or commenced against it as a UK Societas.
(3.) The records of an SE relating to any period before it became a UK Societas, in accordance with this Regulation, shall be treated for the purposes of this Regulation, the Companies Acts and the 2004 Regulations as if they were records of that UK Societas.
Article 1 

1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. The capital of  a UK Societas  shall be divided into shares. No shareholder shall be liable for more than the amount he has subscribed.
3. A UK Societas  shall have legal personality.
4. Employee involvement in a UK Societas shall be governed by the provisions of—
(a) for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations; or
(b) for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
Article 2 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 3 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 4 

1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. The subscribed capital  of a UK Societas shall not be less than EUR 120 000.
3. Any enactment or rule of law  requiring a greater subscribed capital for companies carrying on certain types of activity shall apply to  UK Societates....
Article 5 
Subject to Article  4(2), the capital of  a UK Societas, its maintenance and changes thereto, together with its shares, bonds and other similar securities shall be governed by the provisions which would apply to a public limited-liability company ....
Article 6 
For the purposes of this Regulation, ‘the statutes of the  UK Societas’ shall mean both the instrument of incorporation and, where they are the subject of a separate document, the statutes of the  UK Societas.
Article 7 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 8 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 9 

1. A UK Societas  shall be governed:
(a) by this Regulation,
(b) where expressly authorised by this Regulation, by the provisions of its statutesor
(c) in the case of matters not regulated by this Regulation or, where matters are partly regulated by it, of those aspects not covered by it, by:
((i)) the 2004 Regulations, (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations;
((ii)) any enactment or rule of law  which would apply to a public limited-liability company ...;
((iii)) the provisions of its statutes, in the same way as for a public limited-liability company ....
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. If the nature of the business carried out by  a UK Societas  is regulated by specific provisions of  enactments or rules of law,  they  shall apply in full to the  UK Societas.
Article 10 
Subject to this Regulation,  a UK Societas  shall be treated ... as if it were a public limited-liability company ....
Article 11 

1. The name of  a UK Societas  shall be preceded or followed by the abbreviation  UK Societas.
2. Only  UK Societates  may include the abbreviation  UK Societas  in their name.
3. Nevertheless, companies, firms and other legal entities registered in  England and Wales, Scotland or Northern Ireland  before  IP completion day  in the names of which the abbreviation  UK Societas  appears shall not be required to alter their names.
Article 12 

1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. The statutes of the  UK Societas  must not conflict at any time with the arrangements for employee involvement which have been so determined. Where new such arrangements determined pursuant to the  (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations  conflict with the existing statutes, the statutes shall to the extent necessary be amended....
Article 13 
Publication of the documents and particulars concerning  a UK Societas  which must be publicised under this Regulation shall be effected in the manner laid down in  the 2004 Regulations.
Article 14 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TITLE II
Section 1
Article 15 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 16 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 2
Article 17 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 18 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 19 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Such opposition may be based only on grounds of public interest. Review by a judicial authority shall be possible.
Article 20 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 21 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 22 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Article 23 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 24 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 25 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 26 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 27 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 28 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 29 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 30 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 31 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 3
Article 32 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 33 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 34 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 4
Article 35 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 36 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 5
Article 37 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TITLE III
Article 38 
Under the conditions laid down by this Regulation  a UK Societas  shall comprise:

((a)) a general meeting of shareholders and
((b)) either a supervisory organ and a management organ (two-tier system) or an administrative organ (one-tier system) depending on the form adopted in the statutes.
Section 1
Article 39 

1. The management organ shall be responsible for managing the  UK Societas. ....
2. The member or members of the management organ shall be appointed and removed by the supervisory organ....
3. No person may at the same time be a member of both the management organ and the supervisory organ of the same  UK Societas. The supervisory organ may, however, nominate one of its members to act as a member of the management organ in the event of a vacancy. During such a period the functions of the person concerned as a member of the supervisory organ shall be suspended. ...
4. Subject to regulation 61 of the 2004 Regulations, the number of members of the management organ or the rules for determining it shall be laid down in the SE's statutes. ...
5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 40 

1. The supervisory organ shall supervise the work of the management organ. It may not itself exercise the power to manage the  UK Societas.
2. The members of the supervisory organ shall be appointed by the general meeting. The members of the first supervisory organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47(4) or to any employee participation arrangements determined pursuant to
(a) Part 3 of the 2004 Regulations, as it had effect prior to its revocation by the European Public Limited-Liability Company (Amendment) Regulations 2009;
(b) for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(c) for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
3. Subject to regulation 62 of the 2004 Regulations, the number of members of the supervisory organ or the rules for determining it shall be laid down in the statutes. ...
Article 41 

1. The management organ shall report to the supervisory organ at least once every three months on the progress and foreseeable development of the  UK Societas's  business.
2. In addition to the regular information referred to in paragraph 1, the management organ shall promptly pass the supervisory organ any information on events likely to have an appreciable effect on the  UK Societas.
3. The supervisory organ may require the management organ to provide information of any kind which it needs to exercise supervision in accordance with Article 40(1). ...
4. The supervisory organ may undertake or arrange for any investigations necessary for the performance of its duties.
5. Each member of the supervisory organ shall be entitled to examine all information submitted to it.
Article 42 
The supervisory organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting of shareholders may be elected chairman.
Section 2
Article 43 

1. The administrative organ shall manage the  UK Societas. ...
2. Subject to regulation 64 of the 2004 Regulations the number of members of the administrative organ or the rules for determining it shall be laid down in the  UK Societas's  statutes. ...The administrative organ shall, however, consist of at least three members where employee participation is regulated in accordance with
(a) for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(b) for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
3. The member or members of the administrative organ shall be appointed by the general meeting. The members of the first administrative organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47(4) or to any employee participation arrangements determined pursuant to
(a) Part 3 of the 2004 Regulations, as they had effect at the time those arrangements were determined;
(b) for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(c) for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.
4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 44 

1. The administrative organ shall meet at least once every three months at intervals laid down by the statutes to discuss the progress and foreseeable development of the  UK Societas's  business.
2. Each member of the administrative organ shall be entitled to examine all information submitted to it.
Article 45 
The administrative organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting of shareholders may be elected chairman.
Section 3
Article 46 

1. Members of company organs shall be appointed for a period laid down in the statutes not exceeding six years.
2. Subject to any restrictions laid down in the statutes, members may be reappointed once or more than once for the period determined in accordance with paragraph 1.
Article 47 

1. A UK Societas's  statutes may permit a company or other legal entity to be a member of one of its organs, provided that  any enactment or rule of law  applicable to public limited-liability companies ... does not provide otherwise.That company or other legal entity shall designate a natural person to exercise its functions on the organ in question.
2. No person may be a member of any  UK Societas  organ or a representative of a member within the meaning of paragraph 1 who:
(a) is disqualified, under  any enactment or rule of law, from serving on the corresponding organ of a public limited-liability company ..., or
(b) is disqualified from serving on the corresponding organ of a public limited-liability company ... owing to a judicial or administrative decision ....
3. A UK Societas's  statutes may, in accordance with  any enactment or rule of law  applicable to public limited-liability companies ..., lay down special conditions of eligibility for members representing the shareholders.
4. This Regulation shall not affect  any enactment or rule of law  permitting a minority of shareholders or other persons or authorities to appoint some of the members of a company organ.
Article 48 

1. An  UK Societas's  statutes shall list the categories of transactions which require authorisation of the management organ by the supervisory organ in the two-tier system or an express decision by the administrative organ in the one-tier system....
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 49 
The members of  a UK Societas's  organs shall be under a duty, even after they have ceased to hold office, not to divulge any information which they have concerning the  UK Societas  the disclosure of which might be prejudicial to the company's interests, except where such disclosure is required or permitted under  any enactment or rule of law  applicable to public limited-liability companies or is in the public interest.
Article 50 

1. Unless otherwise provided by this Regulation or the statutes, the internal rules relating to quorums and decision-taking in  UK Societas  organs shall be as follows:
(a) quorum: at least half of the members must be present or represented;
(b) decision-taking: a majority of the members present or represented.
2. Where there is no relevant provision in the statutes, the chairman of each organ shall have a casting vote in the event of a tie. There shall be no provision to the contrary in the statutes, however, where half of the supervisory organ consists of employees' representatives.
3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 51 
Members of  a UK Societas's  management, supervisory and administrative organs shall be liable, in accordance with the provisions applicable to public limited-liability companies ..., for loss or damage sustained by the  UK Societas  following any breach on their part of the legal, statutory or other obligations inherent in their duties.
Section 4
Article 52 
The general meeting shall decide on matters for which it is given sole responsibility by:

((a)) this Regulation or
((b)) (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations.
Furthermore, the general meeting shall decide on matters for which responsibility is given to the general meeting of a public limited-liability company ..., either by  any enactment or rule of law  or by the  UK Societas's  statutes in accordance with that law.
Article 53 
Without prejudice to the rules laid down in this section, the organisation and conduct of general meetings together with voting procedures shall be governed by the law applicable to public limited-liability companies ....
Article 54 

1. Subject to regulation 68 of the 2004 Regulationsa UK Societas  shall hold a general meeting at least once each calendar year, within six months of the end of its financial year, unless  any enactment or rule of law  applicable to public limited-liability companies carrying on the same type of activity as  the UK Societas  provides for more frequent meetings. ....
2. General meetings may be convened at any time by the management organ, the administrative organ, the supervisory organ or any other organ or competent authority in accordance with  any enactment or rule of law  applicable to public limited-liability companies ....
Article 55 

1. One or more shareholders who together hold at least 10 % of  a UK Societas's  subscribed capital may request the  UK Societas  to convene a general meeting and draw up the agenda therefor; the  UK Societas's  statutes ... may provide for a smaller proportion under the same conditions as those applicable to public limited-liability companies.
2. The request that a general meeting be convened shall state the items to be put on the agenda.
3. If, following a request made under paragraph 1, a general meeting is not held in due time and, in any event, within two months, the competent judicial or administrative authority ... may order that a general meeting be convened within a given period or authorise either the shareholders who have requested it or their representatives to convene a general meeting. This shall be without prejudice to any enactment or rule of law  which allow the shareholders themselves to convene general meetings.
Article 56 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 57 
Save where this Regulation or, failing that, the law applicable to public limited-liability companies ... requires a larger majority, the general meeting's decisions shall be taken by a majority of the votes validly cast.
Article 58 
The votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or spoilt ballot paper.
Article 59 

1. Subject to regulation 59 of the 2004 Regulations amendment of  a UK Societas's  statutes shall require a decision by the general meeting taken by a majority which may not be less than two thirds of the votes cast, unless the law applicable to public limited-liability companies ... requires or permits a larger majority.
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Amendments to  a UK Societas's  statutes shall be publicised in accordance with Article 13.
Article 60 

1. Where  a UK Societas  has two or more classes of shares, every decision by the general meeting shall be subject to a separate vote by each class of shareholders whose class rights are affected thereby.
2. Where a decision by the general meeting requires the majority of votes specified in Article 59(1) or (2), that majority shall also be required for the separate vote by each class of shareholders whose class rights are affected by the decision.
TITLE IV
Article 61 
...  A UK Societas  shall be governed by the rules applicable to public limited-liability companies  , or where it is a credit or financial institution or an insurance undertaking, the rules applicable to those institutions or undertakings... as regards the preparation of its annual and, where appropriate, consolidated accounts including the accompanying annual report and the auditing and publication of those accounts.
Article 62 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TITLE V
Article 63 
As regards winding up, liquidation, insolvency, cessation of payments and similar procedures,  a UK Societas  shall be governed by the legal provisions which would apply to a public limited-liability company ..., including provisions relating to decision-making by the general meeting.
Article 64 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 65 
Without prejudice to  any enactment or rule of law  requiring additional publication, the initiation and termination of winding up, liquidation, insolvency or cessation of payment procedures and any decision to continue operating shall be publicised in accordance with Article 13.
Article 66 

1. A UK Societas  may be converted into a public limited-liability company ...
2. The conversion of  a UK Societas  into a public limited-liability company shall not result in the winding up of the company or in the creation of a new legal person.
3. The management or administrative organ of the  UK Societas  shall draw up draft terms of conversion and a report explaining and justifying the legal and economic aspects of the conversion and indicating the implications of the adoption of the public limited-liability company for the shareholders and for the employees.
4. The draft terms of conversion shall be publicised in accordance with regulation 86 of the 2004 Regulations  at least one month before the general meeting called to decide thereon.
5. Before the general meeting referred to in paragraph 6, one or more independent experts appointed or approved, in accordance with  section 909 of the Companies Act 2006 (Expert's report (merger))  shall certify that the company has assets at least equivalent to its capital.
6. The general meeting of the  UK Societas  shall approve the draft terms of conversion together with the statutes of the public limited-liability company. The decision of the general meeting shall be passed as laid down in  section 907 of the Companies Act 2006 (approval of members of merging companies).
TITLE VI
Article 67 

1. ...  Notwithstanding regulation 67 of the 2004 Regulations, an SE may, in any case, express its capital in euro as well. In that event the national currency/euro conversion rate shall be that for the last day of the month preceding that of the formation of the SE.
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TITLE VII
Article 68 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 69 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 70 
This Regulation shall enter into force on 8 October 2004.
...
ANNEX I

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

ANNEX II

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