S.I. No. 22/2007 - European Communities (European Public Limited-Liability Company) (forms) Regulations 2007

1. (1) These Regulations may be cited as the European Communities (European Public Limited-Liability Company) (Forms) Regulations 2007.

(2) The Companies Acts and these Regulations shall be construed together as one.

2. These Regulations shall come into effect on 22nd of January 2007.

3. In these Regulations—

“Act of 1963” means the

Companies Act 1963

(No. 33 of 1963);

“Act of 1982” means the

Companies (Amendment) Act 1982

(No. 10 of 1982);

“Act of 1983” means the

Companies (Amendment) Act 1983

(No. 13 of 1983);

“Act of 1990” means the

Companies Act 1990

(No.33 of 1990);

“Act of 1999” means the

Stamp Duties Consolidation Act 1999

(No. 31 of 1999);

“Act of 2001” means the

Company Law Enforcement Act 2001

(No. 28 of 2001);

“Council Regulation” means Council Regulation 2157/2001/EC of 8 October 2001

1

on the Statute for a European Company;

“European Regulations” mean the European Communities (European Public Limited-Liability Company) Regulations 2007;

“No. 2 Act of 1999” means the

Companies (Amendment)(No. 2) Act 1999

(No. 30 of 1999);

“Regulations of 2002” means the Companies Act 1990 (Form and Content of Documents delivered to Registrar) Regulations 2002 (

S.I. 39 of 2002

).

4. A reference in these Regulations to a numbered Article is a reference to the Article so numbered in the Council Regulation.

5. A word or expression used in these Regulations, which is also used in the European Regulations, has the same meaning as it has in those Regulations.

6. The form set out in Part 1 of the Schedule to these Regulations (SE 1), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 2(1) and 25(2) of the Council Regulation, Regulations 4(1)(

a

) and 28 of the European Regulations, section 3 and 3A (inserted by section 101 of the Act of 2001) of the Act of 1982, section 5 of the Act of 1983, sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(b) and (5)) of the No. 2 Act of 1999, section 117 of the Act of 1999 and the Regulations of 2002.

7. The form set out in Part II of the Schedule to these Regulations (SE 2), or a form to like effect, is prescribed as the form to be used for the purposes of Article 2(2) of the Council Regulation, Regulations 4(1)(

b

) and 28 of the European Regulations, section 3 and 3A (inserted by section 101 of the Act of 2001) of the Act of 1982, section 5 of the Act of 1983, sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(

b

) and (5)) of the No. 2 Act of 1999, section 117 of the Act of 1999 and the Regulations of 2002.

8. The form set out in Part III of the Schedule to these Regulations (SE 3), or a form to like effect, is prescribed as the form to be used for the purposes of Article 2(3) of the Council Regulation, Regulations 4(1)(

c

) and 28 of the European Regulations, section 3 and 3A (inserted by section 101 of the Act of 2001) of the Act of 1982, section 5 of the Act of 1983, sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(

b

) and (5)) of the No. 2 Act of 1999, section 117 of the Act of 1999 and the Regulations of 2002.

9. The form set out in part IV of the Schedule to these Regulations (SE 4), or a form to like effect, is prescribed as the form to be used for the purposes of Article 2(4) of the Council Regulation, Regulations 4(1)(

d

) and 28 of the European Regulations, section 3 and 3A (inserted by section 101 of the Act of 2001) of the Act of 1982, section 5 of the Act of 1983, sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(

b

) and (5)) of the No. 2 Act of 1999, section 117 of the Act of 1999 and the Regulations of 2002.

10. The form set out in Part V of the Schedule to these Regulations (SE 5), or a form to like effect, is prescribed as the form to be used for the purposes of Article 3(2) of the Council Regulation, Regulations 4(1)(

e

) and 28 of the European Regulations, section 3 and 3A (inserted by section 101 of the Act of 2001) of the Act of 1982, section 5 of the Act of 1983, sections 42 and 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(

b

) and (5)) of the No. 2 Act of 1999, section 117 of the Act of 1999 and the Regulations of 2002.

11. The form set out in Part VI of the Schedule to these Regulations (SE 6), or a form to like effect, is prescribed as the form to be used for the purposes of Article 8 of the Council Regulation, Regulations 5 and 28 of the European Regulations, Section 195 (8) (inserted by section 91 of the Act of 2001) of the Act of 1963, section 117 of the Act of 1999, section 43, section 44 (other than subsection (2)) and section 45 (other than subsections (3)(

b

) and (5)) of the No. 2 Act of 1999 and the Regulations of 2002.

12. The form set out in Part VII of the Schedule to these Regulations (SE 7), or a form to like effect, is prescribed as the form to be used for the purposes of Article 8 of the Council Regulation, Regulation 7 and 11 of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

13. The form set out in Part VIII of the Schedule to these Regulations (SE 8), or a form to like effect, is prescribed as the form to be used for the purposes of Article 8(7) of the Council Regulation, Regulation 7 of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

14. The form set out in Part IX of the Schedule to these Regulations (SE 9), or a form to like effect, is prescribed as the form to be used for the purposes of Regulation 33(2) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

15. The form set out in Part X of the Schedule to these Regulations (SE 10), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 8(2) and 13 of the Council Regulation, Regulations 7 and 21 (1) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

16. The form set out in Part XI of the Schedule to these Regulations (SE 11), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 13 and 32(3) of the Council Regulation, Regulation 21(1) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

17. The form set out in Part XII of the Schedule to these Regulations (SE 12), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 13 and 37(5) of the Council Regulation, Regulation 21(1) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

18. The form set out in Part X III of the Schedule to these Regulations (SE 13), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 13 and 33(3) of the Council Regulation, Regulation 23 of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

19. The form set out in Part XIV of the Schedule to these Regulations (SE 14), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 13 and 59(3) of the Council Regulation, Regulations 24(1) and 32(

a

) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

20. The form set out in Part XV of the Schedule to these Regulations (SE 15), or a form to like effect, is prescribed as the form to be used for the purposes of Articles 13 and 65 of the Council Regulation, Regulations 24(1) and 32(

b

) of the European Regulations, section 249A (inserted by section 107 of the Act of 2001) of the Act of 1990 and the Regulations of 2002.

Regulation 6

PART I

Regulation 7

PART II

Regulation 8

PART III

Regulation 9

PART IV

Regulation 10

PART V

Regulation 11

PART VI

Regulation 12

PART VII

Regulation 13

PART VIII

Regulation 14

PART IX

Regulation 15

PART X

Regulation 16

PART XI

Regulation 17

PART XII

Regulation 18

PART XIII

Regulation 19

PART XIV

Regulation 20

PART XV

GIVEN under my Official Seal,

22 January 2007

MICHEÁL MARTIN

Minister for Enterprise, Trade and Employment.

EXPLANATORY NOTE

(This note is not part of the instrument and does not purport to be a legal interpretation).

This Regulation along with the European Communities (European Public Limited-Liability Company) Regulations 2007 give full effect to Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE).

1 O.J. L294, 10/11/2001, p.1

I, MICHEÁL MARTIN, Minister for Enterprise, Trade and Employment, in exercise of the powers conferred on me by

section 3

of the

European Communities Act 1972

(No. 27 of 1972), as amended, for the purpose of giving full effect to Council Regulation (EC) No. 2157/2001 of 8 October 2001

1

on the Statute for a European company (SE) and the European Communities (European Public Limited-Liability Company) Regulations 2007 hereby make the following regulations

Notice of the making of this Statutory Instrument was published in “Iris Oifigiúil” of

30

th January

, 2007.