Council Regulation (EC) No 2157/2001
of 8 October 2001
on the Statute for a European company (SE)
THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty establishing the European Community, and in particular Article 308 thereof,
Having regard to the proposal from the Commission(1),
Having regard to the opinion of the European Parliament(2),
Having regard to the opinion of the Economic and Social Committee(3),
Whereas:
(1) The completion of the internal market and the improvement it brings about in the economic and social situation throughout the Community mean not only that barriers to trade must be removed, but also that the structures of production must be adapted to the Community dimension. For that purpose it is essential that companies the business of which is not limited to satisfying purely local needs should be able to plan and carry out the reorganisation of their business on a Community scale.
(2) Such reorganisation presupposes that existing companies from different Member States are given the option of combining their potential by means of mergers. Such operations can be carried out only with due regard to the rules of competition laid down in the Treaty.
(3) Restructuring and cooperation operations involving companies from different Member States give rise to legal and psychological difficulties and tax problems. The approximation of Member States' company law by means of Directives based on Article 44 of the Treaty can overcome some of those difficulties. Such approximation does not, however, release companies governed by different legal systems from the obligation to choose a form of company governed by a particular national law.
(4) The legal framework within which business must be carried on in the Community is still based largely on national laws and therefore no longer corresponds to the economic framework within which it must develop if the objectives set out in Article 18 of the Treaty are to be achieved. That situation forms a considerable obstacle to the creation of groups of companies from different Member States.
(5) Member States are obliged to ensure that the provisions applicable to European companies under this Regulation do not result either in discrimination arising out of unjustified different treatment of European companies compared with public limited-liability companies or in disproportionate restrictions on the formation of a European company or on the transfer of its registered office.
(6) It is essential to ensure as far as possible that the economic unit and the legal unit of business in the Community coincide. For that purpose, provision should be made for the creation, side by side with companies governed by a particular national law, of companies formed and carrying on business under the law created by a Community Regulation directly applicable in all Member States.
(7) The provisions of such a Regulation will permit the creation and management of companies with a European dimension, free from the obstacles arising from the disparity and the limited territorial application of national company law.
(8) The Statute for a European public limited-liability company (hereafter referred to as ‘SE’) is among the measures to be adopted by the Council before 1992 listed in the Commission's White Paper on completing the internal market, approved by the European Council that met in Milan in June 1985. The European Council that met in Brussels in 1987 expressed the wish to see such a Statute created swiftly.
(9) Since the Commission's submission in 1970 of a proposal for a Regulation on the Statute for a European public limited-liability company, amended in 1975, work on the approximation of national company law has made substantial progress, so that on those points where the functioning of an SE does not need uniform Community rules reference may be made to the law governing public limited-liability companies in the Member State where it has its registered office.
(10) Without prejudice to any economic needs that may arise in the future, if the essential objective of legal rules governing SEs is to be attained, it must be possible at least to create such a company as a means both of enabling companies from different Member States to merge or to create a holding company and of enabling companies and other legal persons carrying on economic activities and governed by the laws of different Member States to form joint subsidiaries.
(11) In the same context it should be possible for a public limited-liability company with a registered office and head office within the Community to transform itself into an SE without going into liquidation, provided it has a subsidiary in a Member State other than that of its registered office.
(12) National provisions applying to public limited-liability companies that offer their securities to the public and to securities transactions should also apply where an SE is formed by means of an offer of securities to the public and to SEs wishing to utilise such financial instruments.
(13) The SE itself must take the form of a company with share capital, that being the form most suited, in terms of both financing and management, to the needs of a company carrying on business on a European scale. In order to ensure that such companies are of reasonable size, a minimum amount of capital should be set so that they have sufficient assets without making it difficult for small and medium-sized undertakings to form SEs.
(14) An SE must be efficiently managed and properly supervised. It must be borne in mind that there are at present in the Community two different systems for the administration of public limited-liability companies. Although an SE should be allowed to choose between the two systems, the respective responsibilities of those responsible for management and those responsible for supervision should be clearly defined.
(15) Under the rules and general principles of private international law, where one undertaking controls another governed by a different legal system, its ensuing rights and obligations as regards the protection of minority shareholders and third parties are governed by the law governing the controlled undertaking, without prejudice to the obligations imposed on the controlling undertaking by its own law, for example the requirement to prepare consolidated accounts.
(16) Without prejudice to the consequences of any subsequent coordination of the laws of the Member States, specific rules for SEs are not at present required in this field. The rules and general principles of private international law should therefore be applied both where an SE exercises control and where it is the controlled company.
(17) The rule thus applicable where an SE is controlled by another undertaking should be specified, and for this purpose reference should be made to the law governing public limited-liability companies in the Member State in which the SE has its registered office.
(18) Each Member State must be required to apply the sanctions applicable to public limited-liability companies governed by its law in respect of infringements of this Regulation.
(19) The rules on the involvement of employees in the European company are laid down in Directive 2001/86/EC(4), and those provisions thus form an indissociable complement to this Regulation and must be applied concomitantly.
(20) This Regulation does not cover other areas of law such as taxation, competition, intellectual property or insolvency. The provisions of the Member States' law and of Community law are therefore applicable in the above areas and in other areas not covered by this Regulation.
(21) Directive 2001/86/EC is designed to ensure that employees have a right of involvement in issues and decisions affecting the life of their SE. Other social and labour legislation questions, in particular the right of employees to information and consultation as regulated in the Member States, are governed by the national provisions applicable, under the same conditions, to public limited-liability companies.
(22) The entry into force of this Regulation must be deferred so that each Member State may incorporate into its national law the provisions of Directive 2001/86/EC and set up in advance the necessary machinery for the formation and operation of SEs with registered offices within its territory, so that the Regulation and the Directive may be applied concomitantly.
(23) A company the head office of which is not in the Community should be allowed to participate in the formation of an SE provided that company is formed under the law of a Member State, has its registered office in that Member State and has a real and continuous link with a Member State's economy according to the principles established in the 1962 General Programme for the abolition of restrictions on freedom of establishment. Such a link exists in particular if a company has an establishment in that Member State and conducts operations therefrom.
(24) The SE should be enabled to transfer its registered office to another Member State. Adequate protection of the interests of minority shareholders who oppose the transfer, of creditors and of holders of other rights should be proportionate. Such transfer should not affect the rights originating before the transfer.
(25) This Regulation is without prejudice to any provision which may be inserted in the 1968 Brussels Convention or in any text adopted by Member States or by the Council to replace such Convention, relating to the rules of jurisdiction applicable in the case of transfer of the registered offices of a public limited-liability company from one Member State to another.
(26) Activities by financial institutions are regulated by specific directives and the national law implementing those directives and additional national rules regulating those activities apply in full to an SE.
(27) In view of the specific Community character of an SE, the ‘real seat’ arrangement adopted by this Regulation in respect of SEs is without prejudice to Member States' laws and does not pre-empt any choices to be made for other Community texts on company law.
(28) The Treaty does not provide, for the adoption of this Regulation, powers of action other than those of Article 308 thereof.
(29) Since the objectives of the intended action, as outlined above, cannot be adequately attained by the Member States in as much as a European public limited-liability company is being established at European level and can therefore, because of the scale and impact of such company, be better attained at Community level, the Community may take measures in accordance with the principle of subsidiarity enshrined in Article 5 of the Treaty. In accordance with the principle of proportionality as set out in the said Article, this Regulation does not go beyond what is necessary to attain these objectives,
HAS ADOPTED THIS REGULATION:
TITLE I GENERAL PROVISIONS
[F1Article A1
In this Regulation—
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“ the 2004 Regulations ” means the European Public Limited-Liability Company Regulations 2004 ;
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“ the 2009 Employee Involvement (GB) Regulations ” means the European Public Limited-Liability Company (Employee Involvement) (Great Britain) Regulations 2009 ;
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“ the 2009 Employee Involvement (NI) Regulations ” means the European Public Limited-Liability Company (Employee Involvement) (Northern Ireland) Regulations 2009 ;
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“ the Companies Acts ” has the meaning given by section 2 of the Companies Act 2006 ;
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“ 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. F1]
[F1Article 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 [F2 assimilatedF2] 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.F1]
[F1Article 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.F1]
Article 1
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2.The capital of [F4a UK SocietasF4] shall be divided into shares. No shareholder shall be liable for more than the amount he has subscribed.
3.[F5 A UK SocietasF5] shall have legal personality.
[F6 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.F6]
F7Article 2
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F8Article 3
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Article 4
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2.The subscribed capital [F10of a UK SocietasF10] shall not be less than EUR 120 000.
3.F13[F11 Any enactment or rule of lawF11] requiring a greater subscribed capital for companies carrying on certain types of activity shall apply to [F12UK SocietatesF12] ....
Article 5
F16Subject to Article [F144(2)F14] , the capital of [F15a UK SocietasF15] , 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 [F17 UK Societas F17] ’ shall mean both the instrument of incorporation and, where they are the subject of a separate document, the statutes of the [F17 UK Societas F17] .
F18Article 7
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F18Article 8
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Article 9
1.[F19 A UK SocietasF19] shall be governed:
(a)by this Regulation,
(b)where expressly authorised by this Regulation, by the provisions of its statutes
or
(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:
[F20 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;F20]
F22[F21 any enactment or rule of lawF21] which would apply to a public limited-liability company ...;
F23 the provisions of its statutes, in the same way as for a public limited-liability company ....
F242.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.If the nature of the business carried out by [F25a UK SocietasF25] is regulated by specific provisions of [F26enactments or rules of lawF26] , [F27theyF27] shall apply in full to the [F28UK SocietasF28] .
Article 10
F30,F31Subject to this Regulation, [F29a UK SocietasF29] shall be treated ... as if it were a public limited-liability company ....
Article 11
1.The name of [F32a UK SocietasF32] shall be preceded or followed by the abbreviation [F33UK SocietasF33] .
2.Only [F34UK SocietatesF34] may include the abbreviation [F35UK SocietasF35] in their name.
3.Nevertheless, companies, firms and other legal entities registered in [F36England and Wales, Scotland or Northern IrelandF36] before [F37IP completion dayF37] in the names of which the abbreviation [F38UK SocietasF38] appears shall not be required to alter their names.
Article 12
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F393.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.The statutes of the [F40UK SocietasF40] 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 [F41(for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) RegulationsF41] conflict with the existing statutes, the statutes shall to the extent necessary be amended.
F42...
Article 13
Publication of the documents and particulars concerning [F43a UK SocietasF43] which must be publicised under this Regulation shall be effected in the manner laid down in [F44the 2004 RegulationsF44] .
F45Article 14
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TITLE II FORMATION
Section 1 General
F45Article 15
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F45Article 16
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Section 2 Formation by merger
F45Article 17
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F45Article 18
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Article 19
F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Such opposition may be based only on grounds of public interest. Review by a judicial authority shall be possible.
F45Article 20
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F45Article 21
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F45Article 22
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F45Article 23
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F45Article 24
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F45Article 25
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F45Article 26
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F45Article 27
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F45Article 28
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F45Article 29
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F45Article 30
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F45Article 31
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Section 3 Formation of a holding SE
F45Article 32
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F45Article 33
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F45Article 34
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Section 4 Formation of a subsidiary SE
F45Article 35
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F45Article 36
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Section 5 Conversion of an existing public limited-liability company into an SE
F45Article 37
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TITLE III STRUCTURE OF [F46the UK SocietasF46]
Article 38
Under the conditions laid down by this Regulation [F47a UK SocietasF47] shall comprise:
a general meeting of shareholders and
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 Two-tier system
Article 39
1.F49The management organ shall be responsible for managing the [F48UK SocietasF48] . ....
2.The member or members of the management organ shall be appointed and removed by the supervisory organ.
F50...
3.F52No person may at the same time be a member of both the management organ and the supervisory organ of the same [F51UK SocietasF51] . 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.F54[F53 Subject to regulation 61 of the 2004 Regulations,F53] the number of members of the management organ or the rules for determining it shall be laid down in the SE's statutes. ...
F555.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 40
1.The supervisory organ shall supervise the work of the management organ. It may not itself exercise the power to manage the [F56UK SocietasF56] .
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
[F57 (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.F57]
3.F59[F58 Subject to regulation 62 of the 2004 Regulations,F58] 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 [F60UK Societas'sF60] 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 [F61UK SocietasF61] .
3.F62The 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 The one-tier system
Article 43
1.F64The administrative organ shall manage the [F63UK SocietasF63] . ...
2.F67[F65 Subject to regulation 64 of the 2004 RegulationsF65] the number of members of the administrative organ or the rules for determining it shall be laid down in the [F66UK Societas'sF66] statutes. ...
The administrative organ shall, however, consist of at least three members where employee participation is regulated in accordance with
[F68 (a)for England and Wales and for Scotland, the 2009 Employee Involvement (GB) Regulations;
(b)for Northern Ireland, the 2009 Employee Involvement (NI) Regulations.F68]
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
[F69 (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.F69]
F704.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 [F71UK Societas'sF71] 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 Rules common to the one-tier and two-tier systems
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.F74[F72 A UK Societas'sF72] statutes may permit a company or other legal entity to be a member of one of its organs, provided that [F73any enactment or rule of lawF73] 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 [F75UK SocietasF75] organ or a representative of a member within the meaning of paragraph 1 who:
(a)F77is disqualified, under [F76any enactment or rule of lawF76] , from serving on the corresponding organ of a public limited-liability company ..., or
(b)F78,F79is disqualified from serving on the corresponding organ of a public limited-liability company ... owing to a judicial or administrative decision ....
3.F82[F80 A UK Societas'sF80] statutes may, in accordance with [F81any enactment or rule of lawF81] applicable to public limited-liability companies ..., lay down special conditions of eligibility for members representing the shareholders.
4.This Regulation shall not affect [F83any enactment or rule of lawF83] permitting a minority of shareholders or other persons or authorities to appoint some of the members of a company organ.
Article 48
1.An [F84UK Societas'sF84] 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.
F85...
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Article 49
The members of [F87a UK Societas'sF87] organs shall be under a duty, even after they have ceased to hold office, not to divulge any information which they have concerning the [F88UK SocietasF88] the disclosure of which might be prejudicial to the company's interests, except where such disclosure is required or permitted under [F89any enactment or rule of lawF89] 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 [F90UK SocietasF90] 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.
F913.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Article 51
F93Members of [F92a UK Societas'sF92] 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 [F94UK SocietasF94] following any breach on their part of the legal, statutory or other obligations inherent in their duties.
Section 4 General meeting
Article 52
The general meeting shall decide on matters for which it is given sole responsibility by:
this Regulation or
[F95 (for England and Wales and for Scotland) the 2009 Employee Involvement (GB) Regulations, or (for Northern Ireland) the 2009 Employee Involvement (NI) Regulations.F95]
F96Furthermore, the general meeting shall decide on matters for which responsibility is given to the general meeting of a public limited-liability company ..., either by [F97any enactment or rule of lawF97] or by the [F98UK Societas'sF98] statutes in accordance with that law.
Article 53
F99Without 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.F104[F100 Subject to regulation 68 of the 2004 RegulationsF100][F101 a UK SocietasF101] shall hold a general meeting at least once each calendar year, within six months of the end of its financial year, unless [F102any enactment or rule of lawF102] applicable to public limited-liability companies carrying on the same type of activity as [F103the UK SocietasF103] provides for more frequent meetings. ....
2.F106General 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 [F105any enactment or rule of lawF105] applicable to public limited-liability companies ....
Article 55
1.F110One or more shareholders who together hold at least 10 % of [F107a UK Societas'sF107] subscribed capital may request the [F108UK SocietasF108] to convene a general meeting and draw up the agenda therefor; the [F109UK Societas'sF109] 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.F111If, 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 [F112any enactment or rule of lawF112] which allow the shareholders themselves to convene general meetings.
F113Article 56
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Article 57
F114Save 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.F117[F115 Subject to regulation 59 of the 2004 RegulationsF115] amendment of [F116a UK Societas'sF116] 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.
F1182.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.Amendments to [F119a UK Societas'sF119] statutes shall be publicised in accordance with Article 13.
Article 60
1.Where [F120a UK SocietasF120] 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 ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS
Article 61
F121,F124... [F122A UK SocietasF122] shall be governed by the rules applicable to public limited-liability companies [F123, or where it is a credit or financial institution or an insurance undertaking, the rules applicable to those institutions or undertakingsF123] ... 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.
F125Article 62
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TITLE V WINDING UP, LIQUIDATION, INSOLVENCY AND CESSATION OF PAYMENTS
Article 63
F127As regards winding up, liquidation, insolvency, cessation of payments and similar procedures, [F126a UK SocietasF126] 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.
F128Article 64
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Article 65
Without prejudice to [F129any enactment or rule of lawF129] 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.F131[F130 A UK SocietasF130] may be converted into a public limited-liability company ...
2.The conversion of [F132a UK SocietasF132] 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 [F133UK SocietasF133] 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 [F134in accordance with regulation 86 of the 2004 RegulationsF134] 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 [F135section 909 of the Companies Act 2006 (Expert's report (merger))F135] shall certify that the company has assets at least equivalent to its capital.
6.The general meeting of the [F136UK SocietasF136] 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 [F137section 907 of the Companies Act 2006 (approval of members of merging companies)F137] .
TITLE VI ADDITIONAL AND TRANSITIONAL PROVISIONS
Article 67
1.F138... [F139Notwithstanding regulation 67 of the 2004 Regulations,F139] 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.
F1402.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TITLE VII FINAL PROVISIONS
F141Article 68
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F142Article 69
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Article 70
This Regulation shall enter into force on 8 October 2004.
F143 ...
F144ANNEX I PUBLIC LIMITED-LIABILITY COMPANIES REFERRED TO IN ARTICLE 2(1)
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F145ANNEX II PUBLIC AND PRIVATE LIMITED-LIABILITY COMPANIES REFERRED TO IN ARTICLE 2(2)
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OJ C 263, 16.10.1989, p. 41 and OJ C 176, 8.7.1991, p. 1.
Opinion of 4 September 2001 (not yet published in the Official Journal).
OJ C 124, 21.5.1990, p. 34.
See p. 22 of this Official Journal.
OJ C 263, 16.10.1989, p. 41 and OJ C 176, 8.7.1991, p. 1.
Opinion of 4 September 2001 (not yet published in the Official Journal).
OJ C 124, 21.5.1990, p. 34.
See p. 22 of this Official Journal.