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The Law On European Cooperatives By The Implementation Of The Eea Agreement Annex Xxii No. 10 C (Council Regulation (Ec) No. 1435/2003) (Sce-Law)

Original Language Title: Lov om europeiske samvirkeforetak ved gjennomføring av EØS-avtalen vedlegg XXII nr. 10c (rådsforordning (EF) nr. 1435/2003) (SCE-loven)

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Law of European contemporary enterprises by the execution of the EES agreement Attachment XXII # 10c (Council Regulation (EC) # 1435/2003) (SCE Act).

Date LAW-2006--06-30-50
Ministry of The proximity and the fisheries Department
Last modified LAW-2007-06-29-81 from 01.01.2008
Published In 2006 booklet 9
Istrontrecation 18.08.2006
Changing
Announcement 30.06.2006
Card title SCE Act

Capital overview :

See also law 1 apr 2005 # 14.

SECTION 1. SCE forearrangement

EES's Attachment Attachment XXII # 10c (Council Regulation (EC) # 1435/2003 of 22 July 2003 about the ordinance for European contemporary enterprises (SCE enterprises)) (the SCE arrangement) is applicable as law with the adaptable as follows by attachment XXII protocol 1 to the agreement and agreement by the way.

SECTION 2. The relationship of other Norwegian legislation

For a European contemporary enterprise with the Business Office in Norway, rules apply in or in co-law applicable to contemporary enterprises in general, or applicable to that business enterprise driver, equivalent to as far as they fit, and if not something else follows by the SCE settlement, ordinance given in the co-arrangement of the SCE settlement or the law here. A requirement in the legislature of organizing as a collectional enterprise is not an obstacle to the organization of organizing as European co-operation.

In doubt about the relationship between the SCE settlement, the law here and other legislation can the King give regulation that can manage this.

SECTION 3. Workers ' influence

The King gives in regulation closer to rules about the influence of the labour market influence in a European contemporary enterprise, jf. SCE's settlement article 1 # 6, herbunder about the decision of disputes. The rules in the regulation apply instead of corresponding rules in other legislation on the labor law of the labor law of representation in the governing organs.

SECTION 4. Acasak outside the EPS that can participate in the foundation of a European contemporary

An enterprise that does not have its head office in an EES state can participate in the foundation of a European contemporary enterprise following the rules that follow by the SCE settlement article 2 # 2.

SECTION 5. Foundation on merger

by the foundation of a European contemporary enterprise by merger after the SCE settlement article 2 # 1, jf. Article 19 to 34, applies to the rules of merger between contemporary enterprises equivalent as far as they fit for Norwegian enterprises participating in the merger, jf. SCE's settlement article 20. Driver's venture participating in the merger, business as reselected by the laws mentioned in letter a and b, shall instead the following rules on merger as far as they fit the suppers of the SCE settlement article 20 :

a) bustallcity debt-govlova Chapter 9,
b) burdenslava Section Section 10-1 to 10-5.

The settlement registry is competent authority to issue the attest as mentioned in the SCE settlement article 29 No. 2. And to control the legality of the merger following the SCE settlement article 30.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
SECTION 6. Foundation of Education

Upon the announcement of the transformation plan after the SCE settlement article 35 # 4 applies to the rules of contemporary law Section 151 1 equivalent to as far as they fit.

Confirmation as mentioned in the SCE settlement article 35 # 5 shall be given by a state authority authority or registered auditor.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
1 Should still be asal as well. SECTION 13-13.
SECTION 7. Moving of a European contemporary enterprise

When the move is decided after the SCE settlement article 7, a European co-operation is due to its enterprise name, announcements, and other documents adding the words "under Move".

By the move of a European contemporary enterprise, the rules of the Commonwealth Act Section 113 to 116 about the completion of merger equivalent as far as they fit. By the move of a European contemporary enterprise that operates business as being remade by the laws mentioned in the letter a and b, instead the following rules about the completion of merger apply as far as they fit :

a) bustallcity debt-govlova Section 9-8 to 9-11,
b) burdenslava Section Section 10-3 to 10-5.

The king can downturn the ban on a European contemporary enterprise move if it violates public interests, jf. SCE's settlement article 7 number 14.

The settlement registry is competent authority to issue the attest as mentioned in the SCE settlement article 7 number 8.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
SECTION 8. The organization of a European co-operation enterprise after two-level system

For a European contemporary enterprise organized by the two-level system after the SE settlement article 37 to 41, the rules of the same-state Law of the Commonwealth Act on the provision of enterprises as far as they fit, and provided something else does not follow the SCE settlement arrangement. For the management organ, regulations regarding the Board of Directives of the Board of Directives as far as they fit, and for the control organ, apply to contemporary rules about the control committee equivalent as far as they fit. The company is supposed to have a daily leader unless the ordinance decides otherwise. For the daily leader, same-day rules apply to the rules of daily leader equivalent as far as they fit.

The management organ shall have at least three members.

It can be determined in the ordinance that members of the management organ shall be appointed and repatriation of the General Assembly, jf. SCE settlement article 37 # 2 other joints.

A member of the control organ that is taking care of a member of the management organ after the SCE settlement article 37 No. 3. Can do this for a time period that must not be longer than two months.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
SECTION 9. The organization of a European contemporary enterprise after one-level system

For a European contemporary enterprise organized by the one-level system after SE-settlement article 42 to 44, the rules of same-state laws apply to terms of the co-operation Act on enterprises as far as they fit, and provided something else does not follow the SCE settlement arrangement. For the management organ, the rule of contemporary rules about the Board of Directs of the Board of Directs as far as they fit.

The company is supposed to have a daily leader unless the ordinance decides otherwise. For the daily leader, same-day rules apply to the rules of daily leader equivalent as far as they fit.

The administration organ shall have at least three members.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
SECTION 10. House of the right and

A European contemporary enterprise can determine in the ordinance of which to represent the enterprise content following the rules that follow by the SCE settlement article 47 # 4.

The SCE enterprise is not bound in cases as mentioned in the SCE settlement article 47 # 2 other joints.

SECTION 11. Invitation to the General Assembly

The courthouse is competent authority to call the General Assembly after the SCE settlement article 54 number 2.

SECTION 12. Force deviation

The settlement registry may require that a European contemporary enterprise be discontinued in accordance with the SCE settlement article 73 number 1.

By forced deviation of a SCE enterprise after the SCE settlement article 73 applies to the provisions of the Commonwealth Act Section 141 to 144 equivalent as far as they fit.

A lovers target over a resolution of resolution when a European contemporary enterprise is no longer fulfilling the requirements of the SCE settlement article 6, has been setting off effect.

The assessment registry shall conduct such subdirections mentioned in the SCE settlement article 73 number 5.

0 Modified by law 29 June 2007 # 81 (ikr. 1 jan 2008 ifg res. 23 Nov 2007 # 1287).
SECTION 13. Ipowersetting

The law applies from the time the King decides. 1

1 From 18 aug 2006 ifg. res. 30 June 2006 # 778.
SECTION 14. Changes in other laws

From the time the law takes effect 1 be made the following changes in other laws :---

1 18 aug 2006.

EES deal Attachment XXII # 10 c (Advice Regulation (EC) 1435/2003 of 22 July 2003 about the statutes for European contemporary enterprises (SCE enterprises)).

Notice from the editorial staff of Norway's Lover : It follows by the EES agreement protocol 1 # 1 that the introduction of the litigation as the EPS's attachment discusses is not tailored to the EPS, and that the introduction is only relevant to the extent that it can contribute to a correct interpretation of the court case within the frame of the EES agreement. This is here marked by putting the introduction of italics within square brackets. It follows on by protocol 1 number 7 to # 9 that the concepts "community", "EF" and "member state" must be understood as the "EPS" and "EES state." This is marked by the editorial staff added "[ EES ]" and "[ EES state ]" of the text.

[ The Council of the European Union has-

under reference to the Treaty of the Creation of the European Community, especially Article 308,

under reference to proposals from the Commission,

under reference to the statement from the European Parliament,

under reference to the statement from the European Economic and Social Committee and

out from the following consideration :

1) The European Parliament passed 13. April 1983 A resolution on interworks in the European community, 9. July 1987 a resolution on same-day contribution to regional development, 26. May 1989 a resolution about women's role in interworking and local employment initiatives, 11. February 1994 a resolution on same-day contribution to regional development and 18. September 1998 a resolution on contemporary importance for increased employment among women.
2) The completion of the interior market and the improvements it creates in the economic and social situation of the entire community does not only mean that trade obstacles must be removed, but also that the production structures must be adapted to the community dimension. For this purpose, it is crucial that enterprises of all types whose business is not limited to covering purely local needs should be able to plan and carry out reorganization of its business on the community plan.
3) The judicial frame that the business needs to be driven within the community is still mainly based on national legislation and therefore no longer responds to the financial frame it must be developed within if the measures stipulating in the treaty's Article 18 to be reached. This situation constitutes a significant obstruction for the creation of enterprise groups of enterprises from different member states.
4) The Council has adopted Regulation (EC) No. 2157/2001 about the ordinance of the European Company (SE) in accordance with the public principles of public stock companies. This instrument is not suitable for contemporary character.
5) The European Economic Economic Group (EBeer), established by Regulation (EELF) 2137/85, allows enterprises to promote certain activities in communities, while at the same time keeping their independence, but does not meet co-operation specific requirements.
6) In order to ensure equal competitive terms and contribute to its economic development, the community should ensure that interact, which is an organizational form that is widely recognized in all Member States, gets egedown legal real assets that can help them develop their cross-national business. The United Nations has urged all governments to create a favorable environment in which co-operation can participate in the same terms as other enterprises.
7) Samworks are first and foremost groups of physical or legal persons basing their business on other principles than other market participants. These include the principles of democratic structure and control and fair distribution of the net outswitch for the fiscal year.
8) These candid principles include especially the principle of people's precedence, which is reflected in the specific rules of membership, departure, and exclusion, where the principle of "one person, one voice" is determined and the voting rights are attached to the person, something like implies that members do not have any rights with respect to the assets of the community.
9) Samworks have a landscape capital, and its members can be physical or legal persons. These members can be deployed entirely or partly by customers, employees or suppliers. When a interact consists of members who themselves are interworking, the beta is considered a "secondary" or "annenrads" interworking. Under certain circumstances, a interact among its members may also have a certain share of investor members who do not take advantage of its services, or third-person who enjoy good of the interaction of the company or perform work on its behalf.
10) The most important goal of a European contemporary enterprise (hereafter called "SCE enterprises") should be to satisfy the members ' needs and / or develop their financial and / or social business, in accordance with the following principles :
- The business should be of mutual benefit to the members so that each member enjoys good of the SCE enterprises business in accordance with his / her efforts,
- members of the SCE enterprise should also be customers, employees or suppliers, or otherwise involved in the SCE enterprises business,
- The control of the SCE enterprise should be evenly distributed between the members, although weighed votes can be permitted to reflect each member's efforts in the SCE enterprise,
- there should be limited interest on loan and landscape capital,
- dividends should be distributed from the members ' business in the SCE enterprise or be used to fulfill their interests,
- there should be no artificial obstacles for membership,
- by resolution, net assets and reserves should be distributed in accordance with the principle of unequity distribution, it would say to another co-entity that has similar objectives or purposes of public interest.
11) The Tverrnational cooperation between interworks in the community is currently difficult due to legal and administrative issues that should be resolved in a market without limits.
12) The introduction of a European legal form of co-operation that is based on common principles, but taking into account their shonest character, should enable them to exercise their business outside of their own national borders throughout or parts of Joint territory of the company.
13) The main purpose of this Regulation is to enable the creation of SCE enterprises of physical people settled in various Member States or legal persons established after various member states [ EES state ] legislation. It will also make it possible to create a SCE enterprise by that two existing co-operation fusion, or by that a national co-operation is reforming to the new form without it first dissolved, when this coworked has its business office and head office in one member state [ EES state ] and an established business place or a subsidiary in another.
14) In consideration of the shonest community spa by a SCE enterprise, the arrangement of the "actual business office" of the SCE enterprises is introduced with this Regulation, not the Member States [ EES States ] legislation and does not seize any election that is to be made for other community spels about the company's right.
15) References to capital in this Regulation should include only the sign of capital. They should not include any joint assets / equity in the SCE enterprise that has not been distributed.
16) This Regulation does not include other judicial areas such as taxation, competition, intellectual property right or insolvens. On the above mentioned areas and in other areas that are not reselected by this Regulation, therefore the provisions of the Member States [ EES ] legislation and in the community court appeal.
17) The rules of labor influence in European contemporary enterprises are determined in Directive 2003 /72/EC, and these regulations form an inseparable padding of this Regulation and must be used with this one.
18) significant progress has been made in the work of the approach of national corporate law so that it also for SCE enterprises can be viewed to certain regulations adopted by the Member State [ EES state ] where the SCE enterprise has its business office, with regard to The review of the directives of corporations on areas where its behavior does not require consistent community rules, in the extent such regulations are suitable for the regulation of the SCE enterprises business, especially :
- first Council Directive 68 /151/EEF of 9. March 1968 about the arrangement of the warranties required in the Member States [ EES ] of corporations as defined in the treaty's Article 58 other clause to protect corporate participation and third-party interests, with the purpose of making the warranty peer-to-peer,
- 4th Council Directive 78 /660/EEF of 25. July 1978 with home in the treaty article 54 Section 3 letter g) about the year-on-year anniversary of certain corporate forms,
- Seventh Council Directive 83 /349/EEF of 13 June 1983 with home in the treaty article 54 Section 3 letter g) about consolidated rainmaker,
- The eighth Council Directive 84 /253/EEF of 10. April 1984 with home in the treaty article 54 Section 3 letter g) about the approval of persons with liability for the legislators of the law of rainmaker,
- 11th Council Directive 89 /666/EEF of 21. December 1989 about public interest regarding branches created in a Member State [ EES state ] of certain forms of corporations subject to another member state [ EES-state ] legislation.
19) Business in the area financial services, especially when it comes to credit institutions and insurance enterprises, has been the subject of legislative measures, according to the following directives :
- Council directive 86 /635/EEF of 8. December 1986 about the banking and other financial institution's year-end rainfall and consolidated rainfall
- Council directive 92 /49/EEF of 18. June 1992 on the Regulation of the laws and regulations on direct insurance with the exception of life insurance and about modification of Directive 73 /239/EEF and 88 /357/EEF (third directive on other insurance than life insurance).
20) This organizational form should be voluntary-

passed this Regulation : ]

Chapter I. Almemorial regulations

Art 1. SCE enterprises form
1. It can be stapled co-operation on the Joint Company [ EPS ] territory in terms of European contemporary enterprises (SCE enterprises) on those terms and in the way that has been determined in this Regulation.
2. SCE enterprises drawing up capital should be distributed on shares.

The number of members and the size of the capital of a SCE enterprise should be able to vary.

Unless otherwise determined in the ordinance of the SCE enterprise when the staple is stapled, each member shall be responsible only for the amount he / she has drawn for. If the members of the SCE enterprise have limited liability, the SCE enterprises company should end with the words "with limited liability".

3. A SCE enterprise shall have as its primary purpose to satisfy the needs and / or develop their financial and social business, especially through immigration agreements with them to provide goods or services or carry out work of the kind The SCE enterprise performs or lets perform. A SCE enterprise may also have as purpose to satisfy the members ' needs by promoting their participation in economic business, in the above mentioned manner, in one or more SCE enterprise and / or national co-operation. A SCE enterprise can run its business through a subsidiary.
4. A SCE enterprise may not let others than members enjoy good of their business or let others participate in it, except where else is determined in the ordinance.
5. A SCE enterprise should be a separate court subject.
6. Workers ' influence in a SCE enterprise shall be regulated by the provisions of Directive 2003 /72/EF.
Art 2. Stig.
1. A SCE enterprise can be stapled in the following ways :
- of five or more physical people settled in at least two member states [ EES states ],
- of five or more physical people and corporations and enterprises in accordance with the treaty's Article 58 other clause and other public or privatital legal subjects that are founded according to a Member States [ EES ] legislation, settled in or regulated by at least two member states [ EES state ] legislation,
- of corporations and enterprises in accordance with the treaty's article 58 other clauses and other public or privatireless legal subjects founded in accordance with a member state [ EES-state ] legislation, regulated by at least two different member states [ EES States ] legislation,
- by a merger between interacts that has been founded in accordance with a Member States [ EES-state ] legislation, with their business office and head office of the Community [ EPS ], provided that at least two of them are regulated by different member states [ EES ] legislation,
- by the transform of a contemporary founded in accordance with a member state [ EES-state ] legislation and that has its business office and head office in the community [ EPS ], if for at least two years has had a business location or subsidiary regulated by a other member state [ EES state ] legislation.
2. A Member State [ EES state ] can determine that a judicial subject of capital office that is not in the community [ EPS ] can participate in the Foundation of a SCE enterprise if the judicial subject has been founded in accordance with a member state [ EES-state ] legislation, has business office in this Member State [ EES state ] and has a real and lasting association with a member state [ EES-state ] economy.
Art 3. Minstepopital
1. A SCE venture capital shall be expressed in national currency. A SCE enterprise with the business office outside the euro area can also express its capital in the euro.
2. The seed capital shall be at least 30,000 euros.
3. Legislation in a Member State [ EES state ] requiring greater sign capital for the court subjects exercising certain forms of business, is given the Applicability of SCE enterprises with the Business Office of this Member State [ EES state ].
4. The Vedtets shall determine a minimum amount, as the drawing capital is not permitted to come under as a result of the repayment of shares to members who end their membership in the SCE enterprise. This amount shall not be less than the amount determined in number 2. The deadline to apply the right to repayment for members who end their membership in the SCE venture, which has been determined in Article 16, shall be postponed if repayment will result in the drawing capital comes under the established limit.
5. The Capital can be increased through subsequent payments from the members or recordings of new members, and it can be reduced through whole or partial refund of the tigodeOD, with reservations for the No. 4.

Changes in the capital size do not require modification of the ordinance or public disclosure.

Art 4. SCE enterprises capital
1. A SCE enterprises drawing capital shall be deployed by the member's shares expressed in the national currency. A SCE enterprise with the business office outside the euro area can also express its capital in the euro. It can be issued more than one category shares.

In the ordinance, it can be determined that different categories of shares should be related to different rights with respect to the distribution of earnings. Parts related to the same rights shall belong to the same category.

2. The Capital can consist only of assets that can be given an economic assessment. Member shares cannot be issued against obligations to carry out work or to provide services.
3. The parts are supposed to be sounding on names. The share of the same category should have the same on-down value. It shall be determined in the ordinance. Anparts cannot be issued to a value that is lower than their on-lying.
4. Anparts issued against cash payment should at the date they are drawn are paid by at least 25% of the accruing value. The remaining amount shall be paid within five years, unless a shorter amount of time has been determined in the ordinance.
5. Anparts issued against other than cash payment shall be paid in their entirety when they are drawn.
6. Legislation on the uplift of the plain-savvy and assessment of other than accounting benefits applicable to general stock companies in the Member State [ EES state ] where the SCE enterprises business office is given the equivalent of the Applicability of the SCE enterprise.
7. In the ordinance, it shall be determined which minimum number of shares must be drawn to achieve membership. If it in the ordinance is determined that the majority of general gatherings should be deployed by members who are physical people, and if they determine a drawing requirement for members who wish to participate in the SCE enterprises business, they cannot do membership conditioned that it is drawn more than one share.
8. When the annual General Assembly takes position to the annual accounting, it shall at the decision determine the capital size of the fiscal year end as well as the difference in relation to the preceding fiscal year.

Following suggestions from the administration or management organ, the drawing capital can be increased through capitalisation of whole or part of the reserves available for distribution, following the decision of the General Assembly, in accordance with the requirements of decision skill and the majority that apply to the change of the ordinance. New shares should be assigned members in relation to the shares in the capital they thus far have had.

9. The share of the anding value can be increased through the transform of the shares issued. If such an increase in accordance with the provisions of the ordinance requires additional payment from its members, it shall meet decision on this in the General Assembly in accordance with the requirements of decision and the majority that apply to change the ordinance.
10. The share of the Andelectable value can be reduced through the share of the issued shares.
11. In accordance with the ordinance and with the consent of either the General Assembly or the lessee-or management organ, shares can be overdragged or sold to a member or to a person who is being appointed as a member.
12. A SCE enterprise cannot draw, buy or accept as collateral their own shares, neither directly nor through a person acting in their own name, but on behalf of the SCE enterprise.

A SCE venture shares can still be accepted as security in regular transactions in SCE enterprises that are credit institutions.

Art 5. Vedder
1. In accordance with this Regulation, "the SCE enterprises shall" mean both the staple document, and if they are determined in a separate document, the SCE enterprises Act.
2. The Stifters shall determine the SCE enterprises in accordance with the provisions of the foundation of the co-operation of the legislature in the Member State of the Member State [ EES ] in which the SCE enterprise has its business office. The Vedtecs shall be written and underwritten by the Founders.
3. Legislation on preventive control that gets the Applicability at the Foundation of Public Stock companies in the Member State [ EES ] where the SCE enterprise has its business office, is given the equivalent of the control of the Foundation of the SCE enterprise.
4. SCE enterprises Act shall as a minimum requirement include :
- SCE enterprises company, with the abbreviation "SCE" before or after, and, optionally, the words "with limited liability",
- The indication of the purpose of the company,
- the name of the physical people and the company of the companies that are stifends of the SCE enterprise, with the indication of their purpose, and in the latter case, their business office,
- the address of the SCE enterprises business office,
- the terms and procedures of membership, exclusion and departure,
- member's rights and obligations, optionally the different member categories as well as rights and obligations of the members of each category,
- the accruing value of the drawing-down shares, the size of the drawing capital, and an illumination that the capital may vary,
- -Honest rules for the part of the dividend that optionally be transferred to the reserve fund,
- the full powers and the competence of the members of each management organ has,
- provisions that regulate the uplift and removal of the members of the governing organs,
- the rules of the majority and decision excellence,
- The enterprise's life, if it is limited.
Art 6. Business office

The SCE enterprises business office should be located in the community [ EPS ], in the same Member State [ EPS state ] as the head office. A member state [ EES state ] can in addition of the SCE enterprise registered on its territory an obligation to have the principal office and business office in the same place.

Art 7. Moving Business Office
1. A SCE enterprises business office can be moved to another member state [ EES state ] in accordance with No. 1 2-16. Such movement should not lead to the resolution of the SCE enterprise or to establishing a new legal person.
2. The Ledelses or management organ shall devise a move plan and announce it in accordance with Article 12, without any additional public disclosure forms determined by the Member State [ EES state ] in which the business office is located, berated. The plan shall specify the present company, business office and registration number of the SCE enterprise and shall include :
a) the planned business office of the SCE enterprise,
b) the planned statutes for the SCE enterprise, optionally with the new company,
c) the planned time frame for the move,
d) the consequences that the move will be able to get for the work-makers influence,
e) any rights determined for the protection of members, creditors and injectors of other rights.
3. The Ledelse or management organ shall devise a report explaining and forreasons the legal and financial aspects of the move as well as the employment consequences of the move, and explaining the consequences of the move for its members, The creditors, the labour makers and the holder of other rights.
4. SCE enterprises members, creditors and holder of other rights as well as any other organs that in accordance with national legislation may exercise such privilege, should at least one month before the General Assembly to take the position of the move, have the right to review the moving plan and the report worked out according to No. 3. and at request cost-free few copies of these documents, at the SCE enterprises business office.
5. A member who went against the decision of move at the General Assembly or at a bloc or section meeting could within two months from the decision of the General Assembly report its departure. The membership shall cease at the conclusion of the fiscal year when the departure was reported, and the move shall not apply to this member. The departure shall give the member the right to the repayment of shares on the terms determined in Article 4 No. 4 1 and article 16.
6. It cannot be met with the decision to move until it's been two months after the plan is made public. Such a decision should be met as determined in Article 62 No. 4. 2
7. Prior to the authority of the authority the certificate is mentioned in the 8, shall the SCE enterprise prove that with respect to the accounts of the moving plan, as well as the interests of creditors and injectors of other rights of the SCE enterprise (herunder public organisers), grants adequate protection in accordance with the requirements determined by the Member State [ EES state ] in which the SCE enterprise has its business office before moving.

A member state [ EES state ] can extend the applicability of the first clause to the receivable changes that arise, or that may occur, before the move.

The first and second clause does not touch the applicability of the SCE enterprises of Member sters [ EES ] national legislation on inequity or safeties of payments to public organs.

8. In the Member State [ EES state ] where the SCE enterprise has its business office to a court, notary publicus or other the authority issue a reference that confirms the completion of all work of documents and formality before moving.
9. The new registration cannot be made until the attest mentioned in the 8 is induced and there is induced evidence that the formalities required for registration in the state of the new business office have been implemented.
10. The flight of a SCE enterprises business office and the ordinance changes as follows of this shall take effect on the date when the SCE enterprise is recorded, in accordance with Article 11 # 1, in the registry of the new business office.
11. When the new registration of the SCE enterprise has been implemented, the registry for the new registration will inform the registry of the old registration. The old registration is to be deleted when this sub-direction is received, but not before.
12 The new registration and deletion of the old registration shall be released in the affected Member States [ EES states ] in accordance with Article 12.
13. After the new registration of a SCE enterprise has been made public, the new business office can be made current to third-person. As long as the deletion of the registration of the SCE enterprise from the registry of the previous business office has not been made public, the third-person may still invoke the previous business office, unless the SCE venture proves that such The third man had knowledge of the new business office.
14. A Member State [ EES state ] legislation can determine that with respect to SCE enterprises registered in this Member State [ EES state ], shall move a business office that will lead to change in the legislation that is given the Applicability, do not get effect if The authority in this Member State [ EES state ] is making objections to the move within the two-month deadline mentioned in the 6 Such objections can only be justifiable from the public interest.

When a SCE enterprise is subject to supervision by a national finance authority in accordance with community directives, the right to make objections to the move of the business office is also applicable to this authority.

Indictions shall be able to be brought in for a judicial authority.

15. A SCE enterprise cannot move its business office if it is initiated the approach of deviation, herduring voluntary deviation, resolution, insolvens or payment outages or other similar frameis against it.
16. A SCE venture that has moved its business office to another member state [ EES state ] shall with respect to any dispute that occurs before the move as stipulated in No. 10, is considered to have its business office in the Member State [ EES state ] in which the SCE venture was registered before the move, though the SCE venture is searched for the move.
1 Should be species. 3 # 4 fifth stretch. The event is aimed at EU-time number L 49 of 17 Feb 2007 s 35.
2 Should be species. 61 # 4. The event is aimed at EU-time number L 49 of 17 Feb 2007 s 35.
Art 8. Legislation to be used
1. A SCE enterprise should be regulated :
a) of this Regulation,
b) when expressly permitted after this Regulation, of the provisions of the enterprises of the Business Act,
c) when it comes to relationships that are not regulated by this Regulation, or when a relationship is partially regulated by it, for those pages that are not retaken by it, by :
in) The regulations adopted by the Member States [ EES states ] to the review of community measures as concrete concerns SCE enterprises,
ii) The provisions of the Member States [ EES States ] legislation that will gain the Applicability of a co-operation founded in accordance with the legislature of the Member State [ EES ] in which the SCE enterprise has its business office,
iii) The provisions of its ordinance, in the same manner as for a co-operation founded in accordance with the legislature of the Member State [ EES state ] in which the SCE enterprise has its business office.
2. If national legislation contains prefered rules and / or restrictions related to the form of business a SCE enterprise exercising, or form of control taken by a regulatory authority, shall this legislation in its entirety get Applicability The SCE enterprise.
Art 9. The principle of equilibrium

With reservations for this Regulation, a SCE enterprise in each member state [ EES state ] is treated as a co-operation founded in accordance with the laws of the Member State [ EES state ] where it has its business office.

Art 10. Information to be specified in the documents
1. Current legislation for public stock companies in the Member State [ EES ] where the SCE enterprise has its business office, and which reguates the content of letters and documents sent to the third party shall receive the equivalent of the inquiry on the person SCE enterprises. The SCE enterprises company should have the abbreviation "SCE" before or after, and, optionally, the words "with limited liability".
2. Only SCE enterprises may have the abbreviation "SCE" before or after its company to determine their legal form.
3. Companies and other judicial subjects registered in a member state [ EES state ] before the date of this forestation Commencement, and which has company where the abbreviation "SCE" occurs, still should not be placed to change company.
Art 11. Registrait and enlightenment alike
1. Each SCE enterprises shall be registered in the Member State [ EES state ] in which it has its business office, in a registry indicated in this Member States [ EES state ] legislation in accordance with the legislature of public stock companies.
2. A SCE enterprise can be registered only if there is an agreement on arrangements for the labour market influence pursuant to Article 4 of Directive 2003 /72/EC or it has been hit a decision in accordance with the Directitis Article 3 No. 6 or the time period for negotiations according to the Directitis Article 5 has expired without the agreement reached.
3. For a SCE enterprise to be able to be registered in a member state [ EES state ] which has taken advantage of the possibility mentioned in Article 7 # 3 in Directive 2003 /72/F, must either be reached an agreement pursuant to the Directiv's Article 4 about arrangements for the work-makers influence, herding co-provision, or must none of the participating cooperatives have been regulated by co-rules prior to the registration of the SCE enterprise.
4. SCE enterprises of the company must not at any point in conflict with the determined moderations for the work-makers influence. If new such arrangements determined, according to Directive 2003 /72/EF, in conflict with existing ordinance, the ordinance shall be changed in the extent necessary.

In this case, a member state of the [ EES state ] can determine that the lessee or management organ in the SCE enterprise shall have the right to conduct the ordinance changes without further decision from the General Assembly.

5. Current Law on Public Stock Companies in the Member State [ EES ] enterprise has its business office when it comes to enlightenment for documents and other information, shall receive the corresponding inquiry on the person SCE enterprises.
Art 12. Offendation of documents in the Member States [ EES states ]
1. Offentligation of the documents and details of a SCE enterprises to be made in accordance with this Regulation shall happen in the way that is stipulated in the legislature of the Public Stock Companies in the Member State [ EIS state ] in which the SCE enterprise has its business office.
2. The national provisions adopted in accordance with Directive 89 /666/EEF will be given the Applicability of a SCE enterprise established in another member state [ EES state ] than the one where the business office is located. The Member States [ EES ] can still determine exceptions from the national provisions of the completion of the mentioned directive to take into account the sayers ' Honest character.
Art 13 Offending, in the European Union's time-end
1. Message of a SCE enterprises registration and deletion of such registration shall be offenligation to orientation in The European Union's time-end after the release in accordance with Article 12. This message shall contain the SCE enterprises company, number and registration date and site, the public and publication date and publication of the publication, the SCE enterprises business office and its enterprise sector.
2. If a SCE enterprises business office is moved in accordance with Article 7, a message is to be released a message with the details determined in the No. 1, along with the information that applies to the new registration.
3. The information mentioned in the 1 shall be submitted to the Office of the European Communities ' s official publications within a month after the announcement mentioned in Article 12 No. 1.
Art 14. Erstice of membership
1. Without Article 33 # 1 letter b) beris, shall be the position of membership of a SCE enterprise approved by the lesseri or management organ. Candidates who are denied membership can appeal to the General Assembly being held after it is filed for membership.

If it is permitted in the legislation of the Member State [ EES state ] where the SCE enterprise has its business office, it can be determined in the ordinance that people who do not want to use or produce SCE enterprises and services, can be allowed access as investor members (non-users). The Erstice of this type of membership assumes approval from the General Assembly or any other organ that the General Assembly delegates the authority to provide approval, or in accordance with the ordinance.

Members who are judicial subjects shall be deemed to be users out of the fact that they represent their own members, assuming that those of their members who are physical people are users.

Unless otherwise determined in the ordinance, membership of a SCE enterprise can be hosted by physical people or judicial subjects.

2. The Vedtecs can provide access from other terms, especially :
- drawing of a certain minimum amount of minimum,
- terms related to the SCE enterprises purpose.
3. Where it is determined in the ordinance, members can be requested for further capital supplements.
4. An alphabetical register of all members shall be conveyed on the SCE enterprises business office, with the members ' addresses, the number of shares and optionally category of shares they have. Any party that has a direct rightfully interest, can at request access to the registry, and can obtain a copy of the entire registry or part of it to a price that does not exceed the associated management costs.
5. All transactions affecting the manner in which capital is drawn or be allocated or be reduced, should be noted in the Member Registry mentioned in No. 4 recently a month after the change.
6. The transactions mentioned in number 5 shall not get effect for the SCE enterprise or third-person who has a direct entitled interest before they are noted in the registry mentioned in No. 4.
7. Members shall at the request receive a written statement confirming that the change has been recorded.
Art 15. Termination of Membership
1. Membership shall cease :
- by departure,
- by exclusion, if the member does plead guilty to a serious violation of his / her obligations or acts in violation of the SCE enterprises ' interests,
- if the ordinance allows it, by the transfer of all shares as the holder of a member or a physical person or a judicial subject that has become a member,
- by resolution if the member is not a physical person,
- by bankruptcy,
- by death,
- Optionally, in other situations determined in the ordinance or legislation of interworking in the Member State [ EES state ] in which the SCE enterprise has its business office.
2. A minority member who opposed a change of the statutes at the General Assembly there :
in) it was introduced new obligations with respect to payment or other services, or
ii) current obligations of the members were significantly extended, or
iii) The deadline for message of departure from the SCE enterprise was extended to more than five years, 1

may report its departure within two months after the decision of the General Assembly.

Membership shall cease at the expiration of the holder's fiscal year in the cases mentioned in the first clause i) and ii), and at the expiration of that deadline for reporting from which were due before the ordinance was changed, in the case mentioned in No. iii). The change of the ordinance shall not apply to this member. The departure shall give the member the right to the repayment of shares on the terms set in Article 3 No. 4 and Article 16.

3. The decision to rule out a member shall be met by the administration of the administration or the management organ, after the member has been given the opportunity to comment on it. The member can appeal such a decision in for the General Assembly.
1 Here has possibly been meant 5 months.
Art 16. Member of the financial rights of departure or exclusion
1. Except when shares are overpulled and with reservations for Article 3, termination of membership shall give the member the right to be repaid his / her share of the drawing capital, reduced in relation to any loss inflicted on the SCE venture capital.
2. The amount of the amount of freatrees according to number 1. shall be calculated from the balance of the fiscal year when the right to refund occurred.
3. The Vedtecs shall determine the procedures and conditions for the exercise of the right to departure and determine the deadline for repayment, which cannot exceed three years. Not in any event, the SCE enterprise shall be committed to making the refund less than six months after approval of the balance determined after termination of membership.
4. No. 1, 2 and 3 get Applicability also where only one part of a member's shares should be repaid.

Chapter II. Stig.

Paragraph 1. Almemorial regulations
Art 17. Lawding that gets the Applicability of the foundation
1. With the provisions of the provisions of this Regulation, the Foundation of a SCE enterprise shall be regulated by the legislation that gets the Applicability of the Member State of the Member State [ EES ] in which the SCE venture is establishing its business office.
2. The registration of a SCE enterprise should be released in accordance with Article 12.
Art 18. Erstice of the status as the court subject
1. A SCE enterprises shall be given status as the court subject to the day it is recorded in the Member State [ EES state ] where it has its business office, in the registry designated by the person state in accordance with Article 11 # 1.
2. If taken actions in a SCE venture name prior to registration in accordance with Article 11 and SCE enterprise after registration does not claim the obligations that follow such actions, the physical persons, corporations or others The court subjects that carried out the actions, be solidarity responsible for them, without limitation, unless there is agreement on anything else.
Intersection 2. Stigl on merger
Art 19. Frametes for foundation on merger

A SCE enterprise can be stapled through a merger that is conducted in accordance with :

- The approach for merger at takeover,
- The approach for merger on the foundation of a new legal person.

In the case of merger by takeover, it is overtaking the form of a SCE enterprise at the same time with the merger. In the case of merger at the foundation of a new court subject, the latter shall take the form of a SCE enterprise.

Art 20 Lawding that gets the Applicability of merger

For relationships not reselected by this paragraph, or if a relationship is retaken partly by it, for the pages that do not be reselected, each interact with the foundation of a SCE enterprise by merger is regulated by the interjudicial provisions of Member State [ EES state ] it is subject to which is given the Applicability of mergers, and in the absence of such, the provisions of internal mergers of public stock companies in accordance with the state of state legislation.

Art 21 Reasons for intermination against a merger

A member state [ EES-state ] legislation may determine that a interact that is regulated by the legislation of this Member State [ EES state ], cannot participate in the Foundation of a SCE enterprise by merger if the authority in this Member State [ EES state ] make objections to it before the issue of the attest mentioned in Article 29 No. 2.

Such objections can only be justifiable from the public interest. Indictions shall be able to be brought in for a judicial authority.

Art 22 Terms of merger
1. The Ledelses or management organ in fusion interact shall devise a merger plan. The merger plan shall contain the following information :
a) company and business office for each of the fusion coatworks, as well as company and business offices planned for the SCE enterprise,
b) The trade relationship for the shares of the drawing of the drawing capital and the size of any cash payout. If there are no shares, an accurate sharing of the activists and the corresponding value in shares,
c) further rules for assignment of shares in the SCE enterprise,
d) from what time the shares of the SCE enterprise provide the right to take part in the profits, and all the honest terms connected with this privilege,
e) from what point of the transactions in the fusion coatars accounting shall be deemed to be done for the SCE enterprises bill,
f) the very honest terms or benefits associated with bonds or other securities than shares as per article 66 1 does not give the right to membership,
g) what rights the SCE enterprise provides andelsnears with the sHonest rights and the holder of other securities than shares, or what measures are prescribed with respect to them,
h) The shapes for the protection of the creditor's rights in the fusion interviruses,
in) any particular benefit that is given to the sake of the Saxon who undergo the fusion plan or to the members of the fusion of the fusion, the management, or control organs,
j) The SCE enterprises Act,
k) information on which procedures are used when it in accordance with Directive 2003 /72/F is determined arrangements for the labour market influence.
2. The fusion interviruses can add further points to the fusion plan.
3. Legislation that gets the Applicability on the Public Stock Company's merger plans will receive the equivalent of the cross-national merger of co-operation with regard to the creation of a SCE enterprise.
1 Should be a species. 64 # 1.
Art 23 Understanding and justification for the fusion plan

The administration or management organs of each fusion interact shall devise a detailed written report that explains and reason the fusion plan legally and economically, especially the land-changing conditions. The report should also indicate any shonest difficulties at the assessment.

Art 24 Offenliness
1. Legislation that gets the Applicability on the public stock companies about the level of information for fusion plans will be given the Applicability of each fusion interviewer, with reservations for further claims determined by the Member State [ EES state ] as it featured interact is subject to.
2. Offentligation of the merger plan in the national announcement magazine shall still contain the following information for each of the fusion interiviruses :
a) form, company and business office of each fusion interact,
b) the address of the site or registry in which the ordinance and all other documents and information are deposited for each fusion interact, and the registration number in the registry,
c) The indication of the closer rules for the exercise of the rights of the creditors in the appropriate coworked, stipulating in accordance with Article 28, as well as the address where the full details of these rules can be cost-free,
d) The indication of the closer rules of the exercise of the rights of the members of the relevant co-worked, stipulating in accordance with Article 28, as well as the address where the full details of these rules can be cost-free,
e) planned name and business office of the SCE enterprise,
f) The terms of determining the date when the merger is given effect according to Article 31.
Art 25. Illumination alike
1. Each member shall have the right to, at least one month before the General Assembly to take the position of the merger, to insert into the following documents at the Business Office :
a) The fusion plan mentioned in Article 22,
b) The year-and-year reports of the fusion interviruses for the three last fiscal year,
c) an accounting settlement worked out in accordance with the provisions of internal mergers of public stock companies, in the extent such a settlement is required in these regulations,
d) the plaintials report on the value of shares to be distributed in exchange with the activists of the fusion interviruses, or the antro's exchange conditions as determined in Article 26,
e) the report from the management of the administration or the management organs as stipulation in Article 23.
2. Any member can at the request and cost-free receive a full copy, or if he / she wishes it, an excerpt of the documents mentioned in No. 1.
Art 26 Report from independent plaints
1. For each fusion interact, one or more independent ticket-savvy appointed by the person interacts in accordance with the provisions of Article 4 # 6. review the merger plan and draft a written report to the members.
2. A single report for all fusion interworks can be worked out where this is permitted in accordance with the laws of the Member States [ EES states ] the interviruses are subject to.
3. When it comes to the rights and obligations of the state legislature, the legislation that gets the Applicability of the mergers of general stock companies, corresponding the Applicability of the merger of the co-works.
Art 27 Approvals of the fusion plan
1. The General Assembly of each of the fusion interviruses shall accept the fusion plan.
2. Workers ' influence in the SCE enterprise shall be determined in accordance with Directive 2003 /72/EC. The General Assembly of each of the fusion coatings can set as terms for the registration of the SCE enterprise that the General Assembly explicitly accepts those arrangements that are determined in this manner.
Art 28. Lawding that gets the Applicability at the foundation of merger
1. Legislation in the Member State [ EES state ] that regulators each fusion interact, is given the Applicability as in the case of merger of public stock companies, under consideration of the fusion of the interests of the :
- The creditors of the fusion interviruses,
- bond owners in the fusion of the fusion viruses.
2. A member state [ EES state ] can with respect to the fusion of its legislation, which are regulated by its legislation, pass regulations with aim to ensure appropriate protection for members who have gone against the merger.
Art 29 Control of the progress of the merger
1. The legality of a merger is supposed to, when it comes to the part of the approach that concerns each fusion interact, is controlled in accordance with the fusion legislation for interworking in the Member State [ EES state ] as the fusion interact is subject to, and in the absence of such legislation, the provisions of internal mergers of public stock companies in accordance with the state of state legislation.
2. In each affected member state [ EES state ] shall a court, notary publicus or other the authority issue a reference confirming that the documents and formalities that go ahead of the merger are completed.
3. If the legislature of a member state [ EES state ] as a fusion interworking is subject to analysis and change of the land-changing conditions, or a approach for reparations to minority members, without preventing registration of the merger, shall such advances be applied only if the remaining fusion coatars are located in Member States [ EES states ] that do not determine such frameworks, when approving the merger plan in accordance with Article 27 No. 1, expressly accepts the possibility that this fusion interaction members have access to such a future approach. In such cases, a court, notary publicus or other person's authority issue the attest mentioned in the No. 2 even though such a future approach is initiated. The Attence still has to indicate that the method of the procedure has not been concluded. The decision that is met at the conclusion of the approach should be binding on the overtaking of the Overwork and all its members.
Art 30. The control of the futility of futility
1. The legality of a merger shall, when it comes to the part of the approach that concerns the completion of the merger and the Foundation of the SCE enterprise, is controlled by a court, notary publicus or other the authority in the Member State [ EES state ] to the SCE enterprises future business office that can control this page at the legality of fusion of interworks, and in the absence of such regulations, by general stock companies.
2. For this purpose, each fusion shall interact overpass the authority attest mentioned in Article 29 # 2 within six months after it has been issued, along with a specimen of the fusion plan approved by the person interact.
3. The Authority mentioned in the 1 shall particularly impose the fusion of the fusion of the merger plan on the same terms and that arrangements for the labour market influence are determined in accordance with Directive 2003 /72/EC.
4. This authority should also be made to certain that the SCE venture is founded in accordance with the requirements of the legislature in the Member State [ EES state ] in which it has its business office.
Art 31. Registration of merger
1. A merger and simultaneous foundation of a SCE enterprise will get effect on the date when the SCE enterprise is registered in accordance with Article 11 # 1.
2. The SCE enterprise cannot be registered until all the formalities determined in Article 29 and 30 have been completed.
Art 32. Offenligation

For each of the fusion of the fusion, the completion of the merger is released as stipulated in the laws of the affected member state [ EES state ] in accordance with the legislation of the merger of public stock companies.

Art 33. Effects of merger
1. A merger conducted in accordance with article 19 first clause first stretch point ipso jure have the following legal effects that enter at the same time :
a) all assets and passations in each over-accepted interact as a whole to the overtaper legal person,
b) The members of each interact as overtas become members of the overtaking legal person,
c) the over-accepted interviruses cease,
d) the overtaking legal person takes the form of a SCE enterprise.
2. A merger conducted in accordance with article 19 first-clause different stretch points ipso jure have the following legal effects that enter at the same time :
a) all assets and passages in the fusion interviruses are overdragged as a whole to the SCE enterprise,
b) The members of the fusion interviruses become members of the SCE enterprise,
c) the fusion interviruses cease.
3. If a member state [ EES-state ] legislation requires that it by merger of the interiworks of contemporary formalities before the fusion of certain assets, rights and obligations are given effect to third-person, shall these The formalities are uses and the success of either the fusion of the fusion viruses or by the SCE enterprise after registration.
4. When it comes to individual and collective employment and work terms as follows by legislation, practices and individual work agreements or working conditions on the national plan and that exist on the registration date shall be the rights and The obligations of the participating coviruses are overdrawn to the SCE enterprise when this is recorded.

The first clause is not allowed to be Applicability on employment representative's right to attend the General Assembly or Sector or section meetings according to Article 59 # 4.

5. When the merger is registered, the SCE enterprise should immediately inform the members of the co-operation as overdrawn about the fact that they are listed in the Member Registry as well as about their number of shares.
Art 34. The futility of the
1. A merger according to Article 2 # 1 fourth stretch point cannot be declared invalid when the SCE enterprise has been registered.
2. The lack of control of the legality of the merger according to Article 29 and 30 shall constitute one of the reasons for the resolution of the SCE enterprise, in accordance with the provisions of Article 74. 1
1 Should be a species. 73.
Paragraph 3. Transform of an existing co-operation to a SCE enterprise
Art 35 The procedure of the foundation of the transform
1. Without Article 11 berating, the transformation of a interact to a SCE enterprise should not cause interworking dissolves or to it forming a new legal person.
2. Business office cannot be moved from a member state [ EES state ] to another in accordance with Article 7 at the same time as the reformation is carried out.
3. The administration or management organ in the appropriate co-operation shall devise a reformation plan and a report explaining and reasons the legal and financial aspects of the formation as well as the consequences for the employment of employment, and indicating which ones The consequences the acknowledged SCE enterprises form gets for its members and the working staffs.
4. The education plan should be released in the manner determined in each member state [ EES-state ] legislation, at least one month before the date of the General Assembly to take position for the reformation.
5. Before the General Assembly mentioned in the 6 shall one or more independent plain-savvy who are appointed or approved in accordance with national regulations, by a legal authority or the management authority of the Member State [ EES state ] which interformed to a SCE enterprise is subject to, Equivalent confirm that the provisions of Article 22 # 1 letter b) is followed.
6. The General Assembly of the applicable co-operation shall approve the reformation plan together with the SCE enterprises.
7. Member States [ EES states ] can set as terms of transform that the control organ in interacted that is to be transformed, and where the labour market influence is organized, with qualified majority or unanimous votes given its deduction.
8. The rights and obligations of the co-worked to be reforming shall, when it comes to individual and collective employment and work terms as follows by legislation, practices and individual work agreements or working conditions on national plan that exist on the registration date, overdrawn to the SCE enterprise when this is recorded.

Chapter III. SCE-The framework of the

Art 36. Organised structure

On the terms set out in this Regulation, a SCE enterprise should include :

a) a General Assembly, and
b) either a control organ and a management organ (tonal level system) or management organ (one-level system), depending on which form is selected in the ordinance.
Paragraph 1. Tontier System
Art 37. The management of the Leadership and the appointment of members
1. The management organ shall be responsible for the management of the SCE enterprise and represent it to third-person and at lawsuits. A member state [ EES state ] may determine that a managing director shall have responsibility for the daily management of the same terms as for interworking as having business office on the Member States [ EES state ] territory.
2. The member or members of the management organ shall be appointed and repatriation of the control organ.

A member state [ EES state ] may still require or allow the ordinance to determine that the member or members of the management organ should be appointed and repatriated by the General Assembly on the same terms as for co-operation that has business office on the state of the state territory.

3. No one can simultaneously be a member of both the management organ and the control organ of the same SCE enterprise. The control organ can still mention one of its members to act as a member of the management organ in the event of free space. In such periods, the person's functions as a member of the control organ cease. A member state [ EES state ] can determine that such periods should be time limited.
4. The number of members of the management organ or the rules of determining the quantity shall be determined in the SCE enterprises. A member state [ EES state ] can still determine a minimum and / or a maximum number.
5. If there is no provisions of a tone-level system for interworking with the Business Office on a Member States [ EES state ] territory, the state can pass appropriate measures regarding SCE enterprises.
Art 38. Leadership and summons to meetings in the management organ
1. The management organ shall select a leader among its members, in accordance with the ordinance.
2. The leader shall convene the meeting of the management organ on the terms set forth in the ordinance, either on their own initiative or at the request of a member. Such a request shall indicate the reasons for the meeting invitation. If such a request does not accommodate the French within 15 days, the member or members who came with the request may be calling for the meeting of the management organ.
Art 39. The control organ functions and the appointment of members
1. The control organ shall be supervising the management of the management of the management of the management. It cannot even exercise the management of the SCE enterprise. The control organ cannot represent the SCE enterprise to third-person. It shall represent the SCE enterprise to the levy organ, or its members, by disputes or entrekation of contracts.
2. The members of the control organ shall be appointed and unset by the General Assembly. The members of the first control organ can still be appointed in the ordinance. This will be given the Applicability without touching any arrangements for employment influence stipulation in accordance with Directive 2003 /72/EF.
3. Of the control organ members can only a four-part be passive members.
4. The number of members of the control organ or the rules of determining the quantity shall be determined in the ordinance. A member state [ EES state ] can still determine the number of members in or the composition of the control organ for SCE enterprises that have business office on its territory, or a minimum and / or a maximum number.
Art 40 Access to information
1. The management organ shall report to the control organ at least once every three months on the situation and predictable development for SCE enterprises business, as it is taken into account any information related to enterprises controlled by the SCE enterprise that may have significant impact on the situation of the SCE enterprises business.
2. In addition to regular information mentioned in the 1 shall the management organ without a stay give control organ any information on events that will be able to have a noticeable impact on the SCE enterprise.
3. The control organ may require the management organ to provide information of any species that it needs to conduct supervision in accordance with Article 39 # 1. A Member State [ EES state ] can determine that each member of the control organ should also have this opportunity.
4. The control organ can make or ensure that there are conducted examinations that are necessary for the execution of its tasks.
5. Each member of the control organ shall have the right to examine any information that is being lecsed organ.
Art 41. Leadership and summons to meetings in the control organ
1. The control organ shall select a leader among the members. If half of the members are appointed by the employment staffs, only a member appointed by the General Assembly can be elected to the leader.
2. The leader shall convene the meeting of the control organ on the terms determined in the ordinance, either on their own initiative, or at the request of at least one third of the members, or at the request of the levers organ. The request shall indicate the reason for the meeting invitation. If such a request does not comply within 15 days, those who came with the request can be called in the meeting of the control organ.
Paragraph 2. Ettlevel System
Art 42 Management organ functions and the appointment of members
1. Management organ shall be responsible for the management of the SCE enterprise and represent it to third-person and at lawsuits. A member state [ EES state ] may determine that a managing director shall have responsibility for the daily management of the same terms as for interworking as having business office on the Member States [ EES state ] territory.
2. The number of members of the management organ or the rules of determining the quantity shall be determined in the SCE enterprises. A member state [ EES state ] can still determine a minimum number and optionally a maximum number of members. Of the administration organist members can only a four-part be passive members.

The administration organ shall still consist of at least three members if the labour market's influence is regulated in accordance with Directive 2003 /72/EF.

3. The members of the management organ, and where the ordinance determines it, their varaments, shall be appointed by the General Assembly. The members of the first administration organ can still be appointed in the ordinance. This will be given the Applicability without touching any arrangements for employment influence stipulation in accordance with Directive 2003 /72/EF.
4. If there is no provisions of a one-level system for co-operation with the Business Office on a Member States [ EES state ] territory, the state can pass appropriate measures regarding SCE enterprises.
Art 43. Date range between meetings and admission to information
1. Management organ shall meet at least once every three months, after what is determined in the ordinance, to discuss the situation and predictable development for SCE enterprises business, as it is taken into consideration any information related to enterprises controlled by the SCE enterprise that may have significant impact on the situation of the SCE enterprises business.
2. Each member of the management organ shall have the right to examine all reports, documents and information that are being lecsed organ.
Art 44 Leadership and summons to meetings in the management organ
1. Management organ shall select a leader among its members. If half of the members are appointed by the employment staffs, only a member appointed by the General Assembly can be elected to the leader.
2. The leader shall convene the meeting of the management organ on the terms determined in the ordinance, either on their own initiative or at the request of at least one third of its members. Such a request shall indicate the reason for the meeting invitation. If such a request does not comply within 15 days, those who came with the request can be called in the administration of the administration organ.
Paragraph 3. Public rules of the one-level and tone level system
Art 45 MandatTerm
1. Members of the SCE enterprises ' organs shall be appointed for a period determined in the ordinance and which not exceed six years.
2. With reservations for any restrictions determined in the ordinance, members can be rementioned once or more times for the period determined in accordance with the No. 1.
Art 46 Conditions of membership
1. A SCE venture ordinance can allow a company in accordance with the treaty's Article 58 1 is a member of one of its organs, provided that not otherwise stipulated in the legislature of the member state of the Member State [ EES state ] where the SCE enterprises business office is located.

This company is supposed to name a physical person as its representative to exercise their functions in the person of the organ. The representative shall be subject to the same terms and obligations as personal members of the organ.

2. No one can be a member of an organ in a SCE enterprise or representative of a member according to the No. 1 if the person :
- pursuant to the legislature of the Member State [ EES state ] where the SCE enterprises business office is located, unable to be a member of the corresponding organ in a interact subject to the Member States [ EES state ] legislation, or
- cannot be a member of the corresponding organ in a interact subject to the legislature of a member state [ EES state ] due to a court decision or a management decision hit in a member state.
3. The Vedtecs for a SCE enterprise can, in accordance with the legislation of interworking in the Member State [ EES state ], determine the shonest terms of electability for members to represent the management organ.
1 The event is supposed to be a species. 48 that were species. 58 until the renumbering of the EC treaty from 1. May 1999. This is now TEUV species. 54. See the EES deal species. 34 that is the corresponding provision here.
Art 47 Fulempower to represent and SCE enterprises responsibility
1. If two or more members of the SCE enterprise have been granted the warrant to represent it to third-person, in accordance with Article 37 # 1 and Article 42 # 1, shall these members take full power together, unless the legislation of the Member State [ EES state ] where the SCE enterprise has its business office, allows the ordinance to determine otherwise, and in that case, such provision shall be made current facing third-person when it has been released in accordance with Article 11 # 5 and Article 12.
2. Actions conducted by a SCE venture organs shall be binding on the SCE enterprise to third-person, also when the person actions do not comply with the SCE enterprises, provided they do not go out over the full power they are granted in accordance with The legislation of the Member State [ EES state ] where the SCE enterprise has its business office or as this legislation allows them to be granted.

Member States [ EES states ] can still determine that the SCE enterprise should not be bound when such actions lie outside the SCE enterprises ' purpose, if it is proven that the third-person knew that the action lay outside these foretargets or out from The circumstances could not avoid having knowledge of it ; the release of the ordinance shall not in itself constitute sufficient evidence for this.

3. The limitations of the full-scale powers of the SCE enterprises as follows by the ordinance or by a decision struck by the person organs can never be made current to the third-person, although they have been made public.
4. A Member State [ EES state ] can determine that the ordinance can grant the warrant to represent the SCE enterprise to a single person or more people acting in communities. Such legislation may determine that this determination in the ordinance can be made current to the third-person, provided that it applies to the public representation of the public. The question of such provision can be made current to the third-person, regulated by Article 12.
Art 48. Transactions requiring approval
1. A SCE venture ordinance shall contain a list of categories of transactions that require :
- in the tone-level system, authorization from the control organ or the General Assembly to the management organ,
- in the one-level system, an expressly decision struck by the administration organ or authorization from the General Assembly.
2. No. 1 shall not touch Article 47.
3. A Member State [ EES state ] can still determine what categories transactions as well as which organ can provide the power of attorney at least must be listed in the SCE enterprises with business office on state territory, and / or to determine that control organ, in the tone levels system, even can determine which categories of transactions should require a warrant.
Art 49 Privacy

The members of a SCE venture organs have, even after they no longer exercise their positions, duty not to pass any information that they have about the SCE enterprise and that can damage the co-operation or member's interests if they are granted further, except if such relatable is required or permitted in accordance with interjudicial regulations on interworking or corporations or is in the public interest.

Art 50. Organises decisions
1. Unless otherwise determined in this Regulation or in the ordinance, the internal rules of decision excellence and decision making in SCE venture organs shall be the following :
a) decision skill : at least half of the members must be present or be represented,
b) decision making : happens with a majority of the members present or represented.

Members who are not present can participate in decisions by providing a different member of the organ or those commodity members who were appointed at the same time, the warrant to represent them.

2. If it in the ordinance does not exist a relevant provision, the leader of each organ shall have the decisive voice in the case of vocal resemblance. There shall still be no provision on the contrary in the ordinance if half of the control organ consists of the work-makers of labor.
3. If the labour market influence is determined in accordance with Directive 2003 /72/EF, a Member State [ EES state ] can determine that the control organ's decision and decision making, as exceptions from the regulations mentioned in No. 1 and 2 shall be subject to the rules that on the same terms apply to interact subject to the applicable member state [ EES state ] legislation.
Art 51. Replacement liability

The members of lessee-, control and management organs shall comply with the provisions applicable to interact in the Member State [ EES state ] in which the SCE enterprises business office is located, be responsible for loss or damage inflicted SCE enterprise and which is due to the members ' violations of legal, ordinance, or other obligations that follow their functions.

Paragraph 4. General Assembly
Art 52. Compedence

The General Assembly is meeting decision in cases in which it has been granted particularly competence according to :

a) this Regulation, or
b) The legislation of the Member State [ EES state ] in which the SCE enterprises business office is located, enacted in accordance with Directive 2003 /72/EF.

Further, the General Assembly is meeting decision in cases where the competence of the General Assembly of the General Assembly is subject to the legislature of the Member State of the Member State [ EES state ] in which the SCE enterprises business office is located, either according to this Member the state's [ EES state ] legislation or the SCE enterprises of compliance in accordance with the same legislation.

Art 53 The review of the General Assembly

Without touching the rules stipulated in this paragraph, the organization and review of the General Prevention of General Prevention shall be regulated by the legislature of the legislature of the Member State [ EES state ] in which the SCE enterprises Business office is located.

Art 54. Invitation to the General Assembly
1. A SCE enterprise should keep the General Assembly at least once every calendar year, within six months after the fiscal year end, unless the legislature of the Member State [ EES state ] in which the SCE enterprises business office is located that gets the Applicability interact that run the same type of business as the SCE enterprise, determine frequent foregatherings. A member state [ EES state ] can still determine that the first General Assembly can be held at any time within 18 months after the SCE venture has been founded.
2. It can be called to the General Assembly at any time of the management organ, management organ, the control organ, or any other organ or the authority in accordance with national legislation on interworking in the Member State [ EES state ] in which The SCE enterprises business office is located. The Leadership organist shall have the duty to convene the General Assembly at the request of the control organ.
3. The Daily Assembly of the General Assembly held after the fiscal year end should include at least approval of the year's accounting and distribution of earnings.
The 4th General Assembly may during the meeting pass that it is to be called to a new meeting as well as determining date and agenda.
Art 55. General Assembly summoned by a minority of the members

Members of a SCE enterprise that combined make up more than 5, 000, or that have at least 10% of the overall number of votes, may require the SCE enterprise to be summoned to the General Assembly and can draft the agenda for it. A lower percentage rate can be determined in the ordinance.

Art 56. The call of the call and deadline
1. It shall be called to a General Assembly through a written announcement in any form of any person who has the right to attend the SCE enterprises General Assembly in accordance with Article 58 # 1 and 2 and the ordinance regulations. The call can be released into the SCE enterprises official internal publication.
2. The calling for a General Assembly shall contain at least the following information :
- SCE enterprises company and business office,
- place, date and time of the General Assembly,
- optionally the general assembly's species,
- The agenda of the indication of those cases to be processed and suggestions for decisions.
3. The length of time between the date of the dispatch of the statement mentioned in the 1 and the date of the General Assembly's opening should be at least 30 days. In hastcases, it can still be reduced to 15 days. If the provisions of Article 61 # 4 If requirements for decision excellence are applicable, the time period between the invitation to a first and second meeting to process the same agenda is reduced in accordance with the legislature of the Member State [ EES ] in which the SCE enterprise has its business office.
Art 57. Additions to the agenda

Members of the SCE venture that combined make up more than 5, 000, or that have at least 10% of the overall number of votes, may require that one or more additional points be placed on the agenda of a General Assembly. A lower percentage rate can be determined in the ordinance.

Art 58. Participating and full powers
1. All members shall at the General Assembly have speech-and suffrage in the cases that stand on the agenda.
2. Members of the SCE enterprises ' organs and holder of other securities than shares and bonds according to Article 64, and if the ordinance allows it, any other person who has the right to it in accordance with the laws of the state in which The SCE enterprise has its business office, can attend a General Assembly without the voting rights.
3. A person of voting should be able to name a person with the warrant to represent him / her at a General Assembly in accordance with the future of the procedure.

The Vedtecs should determine a highest number of people a full-power holder can act on behalf of.

4. The Vedtecs can allow voting for voting per mail or electronic, and should then determine the required procedures.
Art 59. Voting
1. Each member of a SCE enterprise shall have one voice, regardless of the number of shares they have.
2. If the legislature of the Member State [ EES ] where the SCE enterprise has its business office allows it, the ordinance may have a certain number of votes out from his / her participating in the enterprise's business differently than through its capital deposits. This ballot should not exceed five votes per member or 30% of the overall number of votes, after which is lowest.

If the legislature of the Member State [ EES state ] where the SCE enterprise has its business office permit, SCE enterprises participating in finance or insurance business determine in the ordinance that the number of votes shall be determined from The members ' participation in the enterprise, herding participation in the SCE venture capital. This ballot should not exceed five votes per member or 20% of the overall number of votes, after which is lowest.

In SCE enterprises in which the majority of its members are interworking, the ordinance could, if allowed by the legislature of the Member State [ EES state ] where the SCE enterprise has its business office, determine the number of votes out from the members ' participation in the unity of the Company business, herding participation in the SCE enterprises capital and / or, according to the number of members in each unit that is part of the

3. With regard to the voting rights that the ordinance can give to passive (investor-) members, the SCE enterprise shall be regulated by the legislature of the Member State [ EES ] in which the SCE venture has its business office. Passive (investor-) members still cannot combined have the voting that exceeds 25% of the overall number of votes.
4. If the legislature of the Member State [ EES state ] where a SCE enterprise has its business office allows it when this Regulation takes effect, the ordinance of this SCE enterprise can determine that working-stators can participate in General collections or on sectionor sector meetings, provided that the labor representative of together does not control more than 15% of the overall number of votes. Such rights should cease when the SCE enterprises business office is moved to a member state [ EES state ] in which the legislature does not allow such participating.
Art 60 Access to information
1. Any member who is requesting it at a General Assembly shall have the right to obtain information from the lessee or management organ about those of the SCE enterprises of business that concerns the General Assembly may hit decision on i According to Article 61 # 1. To the extent that it is possible, the information shall be provided on the appropriate General Assembly.
2. The Ledelses or management organ can refuse to provide such information only if :
- it is likely that it would be for significant damage to the SCE enterprise,
- it would be incompatible with a legial-bound confidentiality agreement.
3. A member who denied information may require that his / her request and the reasons for the battle should be recorded in the General Assembly's protocol.
4. In the 10 days that go ahead of the General Assembly to take the position of the fiscal year end, the members review the balance, the results and related notes, the annual report, the conclusion of the fiscal audit. the person responsible person and if it comes to a morcorporation in accordance with the Directive 83 /3449/EEF, the consolidated accounting.
Art 61. Decision making
1. A General Assembly can hit decision on matters on its agenda. A General Assembly can also discuss and hit the decision on matters set on the General Assembly's agenda of a minority of its members in accordance with Article 57.
2. A General Assembly shall hit the decision with a majority of the votes that are valid given by the presence or represented members.
3. The Vedtecs shall determine the requirements of the decision and majority who receive the Applicability of the General Collections.

Where the ordinance allows a SCE enterprise to have investor members (passive members), or can assign votes out from capital deposits in SCE enterprises participating in finance or insurance business, should the ordinance also determine the shonest claims of decision excellence for members who are not investor members (passive members) or members who have suffrage from capital deposits in SCE enterprises participating in finance or insurance business. The member states [ EES states ] should be able to determine a minimum level of such candid requirements for the decision excellence of the SCE enterprises that have business offices on their territory.

4. A General Assembly can change the ordinance the first time it is called only if those present or represented the members make up at least half of the overall number of members on the summons date, and the second time it is referred to as with the same agenda, it shall not be faced with decision excellence.

In the cases mentioned in the first clause, at least two thirds of the valid unreleased votes must be for change, unless the legislation that applies to the member state of the Member State [ EES ] in which the SCE venture has its business office, requires a greater majority.

Art 62. Protocol
1. It shall be conveyed protocol for each General Assembly. The protocol shall include at least the following information :
- place and date of the General Assembly,
- decisions that have been hit,
- the result of the voting.
2. The participants list, the documents concerning the summons to the General Assembly and the reports members are given whether the issues on the agenda shall be attached the protocol.
3. The protocol and the attached documents shall be retained for at least five years. Any member can against coverage of the management costs and at the request obtain a copy of the protocol and the attached documents.
4. The protocol shall be underwritten by the General Assembly of the General Assembly.
Art 63. Sector or section meetings
1. If the SCE enterprise performs various forms of business or business in more than one territorial entity, or has more established business sites or more than 500 members, the ordinance can be determined that it can be held sector-or Section meetings if allowed by the legislature of the member state [ EES state ]. the Vedtecs shall determine the provisions of the share in sectors or sections and the number of delegates in them.
2. Sector or section meetings should select their delegates for a period of maximum four years, unless the recall occurs before time. Delegates chosen in this manner shall comprise the SCE enterprises General Assembly and shall on it represent its bloc or section, which they will report back to about the outcome of the General Assembly. The provisions of Chapter III paragraph 4 will be given the Applicability of the work in the Sector and Section meetings.

Chapter IV. Issue of securities as it is associated with honest benefits to

Art 64. Other securities than shares and bonds that give special benefits
1. The Vedtecs of a SCE enterprise can determine that it can be issued other securities than shares, or bonds that do not provide the holder's voting rights. These can be drawn by both members and outsiders. Such arstice gives no member status. The Vedtecs should also determine the approach for cashing in.
2. Inhazing of securities or bonds mentioned in No. 1 1 can get honest benefits in accordance with the ordinance or terms that are determined when they issued.
3. Overall on-order valuing value of securities or bonds mentioned in No. 1 may not exceed the value determined in the ordinance.
4. Without it touching the right to attend the General Assembly as determined in Article 58 # 2. The ordinance can allow candid meetings for the holder of securities or bonds as mentioned in the No. 1 1. Before the General Assembly hits the decision of such confinement rights and interests, a particularly meeting may make a statement, which is to co-share the General Assembly of the officials the very frank meeting mentions.

The speaker mentioned in the first clause shall be recorded in the protocol from the General Assembly.

Chapter V. Prejudice of earnings

Art 65 Reservation fund
1. Without the absence of unforced interjudicial regulations berated, the ordinance shall determine rules for distribution of the profits for each fiscal year.
2. When such a surplus is present, the ordinance shall determine that a reserve fund is established, drawn by the profits, before any other distribution.

Until the reservation is equivalent to the capital mentioned in Article 3 # 2. The amount that is transferred there will not be less than 15% of profits for the fiscal year following the freefin of any deficit that has been transmitted.

3. Members who leave the SCE enterprise cannot make current any claim of charges that are deposed to the reserve fund.
Art 66. Exchange

The betting can determine that a dividend will be payable to members out from their business in the SCE enterprise, or services they have performed for it.

Art 67. Prejudice of available earnings
1. Disticible surplus earnings for the release of the statement to the reserve, any payout of dividend and of any transmitted deficit, with the addition of any amount of pre-paid reserves, shall be the profits that are available for dispatch.
2. The General Assembly taking position to the year's accounting, can distribute profits in the order and in that relationship determined in the ordinance, and especially :
- transfer it to the next fiscal year,
- distribute it to any legipinned or ordinance-pinned reserve fund,
- provide return on paid capital and equal share capital, in terms of cash or shares.
3. The Vedtecs can also ban distribution.

Chapter VI. Annual accounting and consolidated accounting

Art 68. Education of annual accounting and consolidated accounting
1. With respect to the outwork of year-end accounting and optionally consolidated accounting, herunder the associated annual report as well as revision and the release of the books, a SCE enterprise shall be subject to the law regulations adopted in the Member State [ The EES state ] where it has its business office in accordance with Directive 78 /660/EEF and 83 /3449/EEF. The Member States [ EES ] can still determine changes of the national provisions of the provision of these Directiv to take into account the saveracity of the co-operational character.
2. If a SCE enterprises pursuant to the legislature of the Member State of the Member State [ EES ] in which the SCE enterprise has its business office is not subject to the claims of the release of rainfall as stipulated in Article 68 /151/EEF, the SCE enterprise should be The minimum make the documents related to the year books available to the public at their business office. Copies of these documents shall be given at the request. The price of such a copy must not exceed the management costs.
3. A SCE enterprise should devise the year accounting and optionally the consolidated accounting of the national currency. A SCE enterprise that has its business office outside the euro area can also draft the year accounting, and optionally the consolidated accounting, in the euro. In that case, the basis for the conversion of the euro of the records was originally expressed in a different currency is indicated in the notes of the accounting.
Art 69. Accounting for SCE enterprises that run credit or financial business
1. A SCE enterprise that is a credit or financial institution shall with respect to the outings of year-end accounting and optionally consolidated accounting, herunder the related year report as well as revision and public disclosure of these accounts, be subject to The rules stipulated in the national legislation of the Member State [ EES state ] where the business office is located in accordance with the Directils of admission to start and exercise business as a credit institution.
2. A SCE enterprise that is an insurance enterprise shall, when it comes to the issue of year-end accounting and optionally consolidated accounting, herunder the related year report as well as revision and public disclosure of these books, be subject to the rules determined in national legislation in the Member State [ EES state ] where the business office is located in accordance with the directives.
Art 70 Revision

Legionated revision of a SCE venture and optionally consolidated accounting shall be taken by one or more people with the warrant to do this in the Member State [ EES ] in accordance with the SCE enterprise. hit in the person state according to Directive 84 /253/EEF and 89 /408/EEF.

Art 71. Audit System

If the legislation of a member state [ EES state ] requires that all or certain forms of interact subject to the person's state legislation should be associated with an external organ with the authority of this in accordance with the law and the anturn of a particularly The audit system that this organ uses, gets the regulations automatically Applicability on a SCE enterprise with business office in the member state [ EES state ], provided that this organ meets the requirements of Directive 84 /253/EEF.

Chapter VII. Resolution, deviation, insolvens and payment stop

Art 72. Resolution, insolvens and similar treatment

With regard to resolution, deviation, insolvens, tenders and similar treatment should a SCE enterprise be subject to the legislature that would get the inquiry on a sairke founded in accordance with the legislature of the Member State [ EES state ] in which The business office is located, herding the provisions of decision making at the General Assembly.

Art 73 Resolution imposed by the court or other the authority in the Member State [ EES state ] in which the SCE enterprise has its business office
1. On the motion of a person with rightfully interest or the authority, the court or person shall be the Management Authority of the Member State [ EES ] in which the SCE venture has its business office declaring the SCE enterprise for dissolved if it determines a violation of Article 2 # 1 and / or Article 3 # 2 as well as cases remarked by Article 34.

The court or the management authority can give the SCE enterprise a due date to bring the situation in order. If it doesn't make it until the deadline expires, the court or the person's administration shall declare it for dissolved.

2. When a SCE enterprises no longer meet the requirement determined in Article 6, the Member State of the [ EES state ] in which the SCE enterprises are located, hit expediency measures to impose the SCE enterprise to bring the situation in order within a set deadline, either :
- by reestablishing its head office in the Member State [ EES state ] where the business office is located, or
- by moving the business office by means of the procedure set in Article 7.
3. Member State [ EES state ] where the SCE enterprises business office is to hit necessary measures to ensure that a SCE venture that fails to bring its situation in order according to No. 2. are discontinued.
4. Member State [ EES state ] where the SCE enterprises business office is located, shall determine a clavide or other suitable legal means with respect to any established violation of Article 6. Such complaint should have delay effect for the procedures stipulating in the 2 and 3.
5. If after initiative from either the government or a touched party determining that a SCE enterprise has its head office on a member state [ EES-state ] territory in violation of Article 6, the government of this member state [ EES state ] immediately inform the Member State [ EES state ] where the SCE enterprises business office is located.
Art 74 Offentligation of the deviation

Without touching internet judicial regulations that require further public disclosure, the introduction of the approach should be made for deviation, herders for voluntary deviation, resolution, insolvens or payment stops and a decision to continue business, released in accordance with Article 12.

Art 75. Prejudice of assets

Net assets shall be distributed from the principle of unequity distribution, or where it is permitted in the legislature of the Member State [ EES state ] where the SCE enterprise has its business office, in accordance with an alternative arrangement determined in the SCE enterprises. In this article, net assets should include refunds after payout of all guilty amounts to creditors and repayment of member capital deposits.

Art 76 Transform to interact
1. A SCE enterprise can be transformed into a contemporary subject to the legislature of the Member State [ EES state ] where the business office is located. It cannot be met with the decision on transform until it has been two years from the registration or before the first two-year anniversary has been approved.
2. The formation of a SCE enterprise to a interact shall not lead to resolution or the transformation of a new legal person.
3. The Ledelses or management organ of the SCE enterprise shall devise a plan for the reformation and a report explaining and reasons the legal and financial aspects of the reformation as well as indicate what consequences the acknowledged contemporary form gets for members and landsnears mentioned in Article 14 and for Workers.
4. The education plan should be released in the manner determined in each member state [ EES-state ] legislation, at least one month before the General Assembly called for the position of the reformation.
5. Before the General Assembly mentioned in the 6 shall one or more independent plain-savvy who are appointed or approved, in accordance with national regulations, by a legal authority or the Management Authority of the Member State [ EES ] SCE enterprise that is reforming to a contemporary subject to, verify that the unity of the assets at least corresponds to its capital.
The 6th General Assembly of the SCE enterprise shall approve the reformation plan together with the unity of the co-operation. The General Assembly's decision shall meet in accordance with interjudicial regulations.

Chapter VIII. Additional regulations and transition regulations

Art 77. The Economic and Monetary Union
1. If and as long as the third phase of the Economic and Monetary Union (EMU) does not apply to a Member State [ EES state ], the state may underlay SCE enterprises with the business office on its territory the same regulations that get Applicability on interworking or general stock companies that are redesigned by its legislation with respect to how their capital is expressed. A SCE enterprise can in all cases express their capital also in the euro. In such cases, the conversion rate between national currency and euro should be the course on the final day of the month that runs ahead of the foundation of the SCE enterprise.
2. If and as long as the third phase of the Beer MU does not apply to the Member State [ EES state ] where a SCE enterprise has its business office, the SCE enterprise can still devise and announce the year accounting and optionally the consolidated accounting of the euro. The Member State [ EES state ] may require that the SCE enterprises ' s annual accounting and potentially consolidated accounting and released in national currency on the same terms stipulated for interworking and general stock companies in the Member States [ EES state ] legislation. This does not touch the extra adhall of SCE enterprises to announce its year-end accounting and optionally consolidated accounting in the euro in accordance with the Directive 90 /604/EEF of 8. November 1990 about Change of Directive 78 /660/EEF on year-end rainfall and directive 83 /34/EEF on consolidated rainmaker with respect to small and medium-sized corporations and the release of rainmaker in ECU.

Chapter IX. End regulations

Art 78. National Transparency Regulations
1. Member States [ EES states ] shall hit all appropriate measures to ensure effective review of this Regulation.
2. Each member state [ EES state ] shall designate the person in accordance with Article 7, 21, 29, 54, and 73. It shall inform the Commission and the rest of the member states [ EES states ] about this.
Art 79 Revision of the settlement

The Sen. Five years after this Regulation is in effect, the Commission is to submit the European Parliament and the Council a report on the applicability of the settlement and potentially suggestions for changes. The report should particularly examine :

a) whether it should be permitted that a SCE venture capital office and business office localizes in different Member States [ EES Member States ],
b) whether it should be permitted that a member state [ EES state ] in the legislation that it passes in accordance with the powers granted by this Regulation or to ensure effective Applicability of this Regulation, allows a SCE enterprise to take into its ordinance regulations as deviates from or outfills this legislation, although such provisions would not be allowed in the ordinance of a interact with the business office in the Member State [ EES state ],
c) whether it should allow regulations that allow to share a SCE enterprise in two or more national co-operation,
d) whether or not it should be permitted especially claviet access by fraud or failure at the registration of a SCE enterprise established by merger.
Art 80. Istrontrecation

This Regulation takes effect on the third day after it is announced in The European Union's time-end.

It gets the Applicability from 18. August 2006.

This Regulation is binding in all parts and comes directly to the Applicability of all Member States [ EES Member States ].

The finish in Brussels, 22. July 2003.