PART 1 GENERAL INTRODUCTORY PROVISIONS

Citation and commencement

1. —(1) These Regulations may be cited as the European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016.

(2) These Regulations come into force on 6th April 2016 other than Parts 2 and 3 which come into force on 30th June 2016.

Interpretation

2. In these Regulations—

“ the Act ” means the Companies Act 2006 ;

“ the SE Regulations ” means the European Public Limited-Liability Company Regulations 2004 ;

“ the 2016 Regulations ” means the Register of People with Significant Control Regulations 2016 ; and

“ SE ” means a European Public Limited-Liability Company (or Societas Europaea) within the meaning of the Council Regulation 2157/2001/EC of 8 October 2001 on the Statute for a European Company , as it had effect immediately before IP completion day, which was registered in the United Kingdom ;

“ UK Societas ” means an SE which on IP completion day converted to a United Kingdom Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute of a European Company.

PART 2 AMENDMENTS TO THE SE REGULATIONS

3. —(1) The SE Regulations are amended as follows.

(2) In regulation 5(3)—

(a) in sub-paragraph (c), omit “and”; and

(b) in sub-paragraph (d), for “(see regulation 10C).” substitute—

“ (see regulation 10C); and

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

(3) In regulation 6(3)—

(a) in sub-paragraph (c), omit “and”; and

(b) in sub-paragraph (d)(ii), for “proposed SE.” substitute—

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

(4) In regulation 7(3)—

(a) in sub-paragraph (c), omit “and”; and

(b) in sub-paragraph (d)(ii), for “subsidiary SE.” substitute—

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

(5) In regulation 8(3)—

(a) in sub-paragraph (c), omit “and”; and

(b) in sub-paragraph (d)(ii), for “company.” substitute—

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

(6) In regulation 9(3)—

(a) in sub-paragraph (c), omit “and”; and

(b) in sub-paragraph (d)(ii), for “subsidiary SE.” substitute—

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

(7) In regulation 10(3)—

(a) in sub-paragraph (a), omit “and”; and

(b) in sub-paragraph (b), for “(see regulation 10B).” substitute—

“ (see regulation 10B); and

(c) a statement of initial significant control (see section 12A of the 2006 Act). ”

(8) After regulation 80D insert—

“ Information within section 790ZF(2): restriction on use or disclosure by an SE

80DA. In the application to an SE of section 241(1)(b) of the 2006 Act as applied by section 790ZF of that Act, the reference to any requirement of the Companies Acts includes a reference to any requirement in regulations 5 to 10 and 85. ”

(9) In regulation 85(2)—

(a) in sub-paragraph (c), in the second place where it appears, omit “and”; and

(b) in sub-paragraph (d), for “Northern Ireland.” substitute—

“ Northern Ireland; and

(e) a statement of initial significant control (see section 12A of the 2006 Act). ”

PART 3 MODIFICATION OF THE ACT IN ITS APPLICATION TO SEs

4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5. Section 790M(9)(c) of the Act is modified in its application to UK Societates so that it reads as follows—

“ (c) they were included in a statement of initial significant control delivered to the registrar under regulations 5 to 10 or 85 of the European Public Limited-Liability Company Regulations 2004 as they had effect when the statement was delivered . ”

6. Section 790M(10) of the Act is modified in its application to UK Societates so that references to “incorporation” are read as “registration”.

PART 4 MODIFICATION OF THE 2016 REGULATIONS IN THEIR APPLICATION TO UK Societates

7. The 2016 Regulations must be read as though regulations 27 (application by a subscriber to a memorandum of association requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agency) and 38 (application by a subscriber to a memorandum of association requiring the registrar to refrain from using or disclosing an individual's secured information) were omitted.

8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9. —(1) Regulation 45 is modified in its application to UK Societates as follows.

(2) For paragraph (2)(b) substitute—

“ (b) in order to comply with any requirement of the Act or the European Public Limited-Liability Company Regulations 2004 as to particulars or statements to be sent to the registrar; ... ”

(3) For paragraph (3)(d) substitute—

“ (d) under regulation 38 as it had effect before IP completion day when the signatory to the statement of proposed members sends an application to the registrar. ”

PART 5

Review

10. —(1) The Secretary of State must from time to time—

(a) carry out a review of these Regulations;

(b) set out the conclusions of the review in a report; and

(c) publish the report.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the regulatory system established by these Regulations;

(b) assess the extent to which those objectives have been achieved; and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way that imposed less regulation.

(3) The first report under this regulation must be published within the period in which the Secretary of State is required to publish a report under section 82 of the Small Business, Enterprise and Employment Act 2015 .

(4) Reports under this regulation are afterwards to be published at intervals not exceeding five years.