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The European Public Limited-Liability Company Regulations 2004
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- UK Statutory Instruments
- 2004 No. 2326
- SCHEDULE 4
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Regulations 85 and 88
SCHEDULE 4E+W+S[F1Modifications of the Companies Acts etc]
This schedule has no associated Explanatory Memorandum
Textual Amendments
F1Sch. 4 heading substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(12) (with reg. 2)
F21. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S
Textual Amendments
F2Sch. 4 para. 1 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(2) (with reg. 2)
Modifications applying on or after registrationE+W+S
[F32. A reference to a company’s incorporation shall be construed as a reference to the registration of the documents delivered with the application for registration under regulation 85.]E+W+S
Textual Amendments
F3Sch. 4 para. 2 substituted (1.10.2014) by The European Economic Interest Grouping and European Public Limited-Liability Company (Amendment) Regulations 2014 (S.I. 2014/2382), regs. 1, 35
3. A reference to documents delivered under [F4the 2006 Act] shall be taken to include a reference to documents delivered under regulation 85.E+W+S
Textual Amendments
F4Words in Sch. 4 para. 3 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(4) (with reg. 2)
4.—(1) A reference to a company’s certificate of incorporation shall be construed as a reference to the certificate given under regulation 87(3).E+W+S
(2) A requirement for the registrar of companies to issue a certificate of incorporation to a company shall—
(a)be construed as a requirement to issue a certificate of registration similar to the certificate under regulation 87(3), and
(b)apply with such other modifications as the registrar considers necessary in consequence of paragraph (a).
[F55. The converting [F6UK Societas] is treated as if it had been formed (as well as registered) under the 2006 Act.]E+W+S
Textual Amendments
F5Sch. 4 para. 5 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(5) (with reg. 2)
F6Words in Sch. 4 para. 5 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 47(a) (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)
Effect of registrationE+W+S
6. [F7Section 16 of the 2006 Act] (effect of registration) shall not apply.
Textual Amendments
F7Words in Sch. 4 para. 6 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(6) (with reg. 2)
7. [F8Section 112(1) of the 2006 Act] (definition of “member”) shall not apply.
Textual Amendments
F8Words in Sch. 4 para. 7 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(7) (with reg. 2)
F98. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .E+W+S
Textual Amendments
F9Sch. 4 para. 8 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(8) (with reg. 2)
Certificate as to share capitalE+W+S
9. The following provisions shall not apply—
(a)[F10section 761 of [F11the 2006 Act]] (public company share capital requirements), F12...
(b)section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under [F10section 761 of [F11the 2006 Act]]).
[F13(c)Article 102(1)(b) of the Insolvency (Northern Ireland) Order 1989 (which corresponds to section 122(1)(b) of the Insolvency Act 1986).]
Textual Amendments
F10Words in Sch. 4 para. 9(a)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(9)(b) (with arts. 6, 11, 12)
F11Words in Sch. 4 para. 9 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(a) (with reg. 2)
F12Word in Sch. 4 para. 9(a) omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(b) (with reg. 2)
F13Sch. 4 para. 9(c) inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(9)(c) (with reg. 2)
F1410. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F14Sch. 4 para. 10 omitted (1.10.2009) by virtue of The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(10) (with reg. 2)
Accounting Reference DateE+W+S
11. No modification made under this Schedule shall affect the determination of the accounting reference date of a converting [F15UK Societas] by the application of [F16section 391(4) of [F17the 2006 Act]], by virtue of Article 61 of the EC Regulation, or of regulation 83 prior to the registration of the converting [F15UK Societas] under regulation 87.
Textual Amendments
F15Words in Sch. 4 para. 11 substituted (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 47(b) (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)
F16Words in Sch. 4 para. 11 substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 235(9)(c) (with arts. 6, 11, 12)
F17Words in Sch. 4 para. 11 substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 40(11) (with reg. 2)
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