The European Public Limited-Liability Company (Amendment) Regulations 2009

Amendment of the European Public Limited-Liability Company Regulations 2004

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.