Capital overview :
Jf. EES deal Attachment XXII # 10a (Regulation (EC) # 2157/2001).
SECTION 1.
SE forearrangement
EES's Attachment Attachment XXII # 10a (Council Regulation (EC) # 2157/2001 of 8. October 2001 about the ordinance of the European Company (SE)) (SE-settlement arrangement) applies as law with the adapts of attachment XXII protocol 1 to the agreement and agreement for the otherwise.
Part Article SECTION 2.
The relationship of other Norwegian legislation
For a European Company with Business Office in Norway, the rules of the general public law apply as far as they fit, and provided no other following by the SE settlement, ordinance provided in the co-settlement of the SE settlement or the law here. Similarly, other rules apply to or in co-laws applicable to the general public stock companies in general, or applicable to the business the company operates. A requirement in the legislature of organizing as a general stock company is not an obstacle to the organization of organizing as European company.
In doubt about the relationship between the SE settlement, the law here and other legislation can the King give regulation that can manage this. The king can also give regulation on the management of the management organs of European companies that run business after the savings bank, 1 business banking, 1 the insurance business law and the funding enterprise law, 1 and can in such regulation make exceptions from the provisions of these laws in the extent that this implies necessary adaptations to the SE Regulation and the directive of the work-makers influence mentioned in the arrangement of Article 1 # 4.
| 1 |
Raised, see now law 10 apr 2015 number 17. |
Part Article SECTION 3.
Workers ' influence
The king gives in regulation closer to rules about the influence of the labour market influence in a European company, jf. SE-settlement article 1 # 4, therunder about the decision of disputes. The rules in the regulation apply instead of corresponding rules in the general public health law or other legislation on the labor law of the labor law of representation in the governing organs.
Part Article SECTION 4.
Companies outside the EPS that can participate in the foundation of a European company
A company that does not have its capital office in an EES state can participate in the foundation of a European company following the rules that follow the SE-settlement article 2 # 5.
Part Article SECTION 5.
Foundation on merger
by the foundation of a European company on merger after SE-settlement article 2 # 1, jf. Article 17 to 31 applies to rules about the foundation of a Norwegian public stock company by merger, equivalent as far as they fit, jf. SE-settlement article 18.
The settlement registry is competent authority to issue the attest as mentioned in the SE settlement article 25 No. 2. And to control the legality of the merger following the SE-settlement article 26.
Part Article SECTION 6.
Foundation of Education
By Transform of a Public Stock Company to a European company after SE-settlement article 2 # 4, jf. Article 37, applies to the rules of the general public law, chapter 15 equivalent as far as they fit.
Part Article SECTION 7.
Moving of a European Company
When relocation is decided after the SE settlement article 8, a European company is due to its enterprise name, announcements, and other documents adding the words "under Move".
By the move of a European company, the rules of the Public Emergency Law Section Section 13-14 to 13-17 about the completion of merger equivalent as far as they fit. The king can downturn the ban on European companies moving if it violates public interests, jf. SE foreorder Article 8 # 14. For companies that run business that fall under the laws mentioned in the letter a to f, in addition, requirements regarding approval or permission following the following provisions :
| a) |
law 24. May 1961 # 1 on savings banks Section 47, 1 |
| b) |
law 24. May 1961 # 2 about business banks Section 31, 1 |
| c) |
insurance law Section 3-6 first clause, 2 |
| d) |
law 10. June 1988 # 40 on funding business and financial institutions Section 2a-14 and 3-6, 3 |
| e) |
law 29. June 2007 # 74 about regulated markets Section 7, |
The settlement registry is competent authority to issue the attest as mentioned in the SE-settlement article 8 number 8.
| 0 |
Modified by laws 10 June 2005 # 44 (ikr. 1 July 2006 ifg res. 30 June 2006 # 776), 29 June 2007 # 74 (ikr. 1 nov 2007 ifg. Act 29 June 2007 # 749), 18 Nov 2011 # 42 (ikr. 1 jan 2012 ifg. res. 18 Nov 2011 # 1107). |
| 1 |
Opph., see now law 10 apr 2015 number 17 SECTION 2-7. |
| 2 |
Opph., see now law 10 apr 2015 number 17 SECTION 2-12. |
| 3 |
Opph., see now law 10 apr 2015 number 17 Section 12-1 and Section 12-8. |
Part Article SECTION 8.
Missing fulfillment of the requirements of the business office and the main office location
When a European company no longer meets the requirements of the SE settlement article 7, the rules of the Public Emergency Act Section Section 16-15 to 16-18 about resolution and deviation after ruling from the courthouse equivalent as far as they fit.
An appeal over the verdict of resolution when a European company no longer meets the requirements of the SE-settlement article 7, has opting effect.
The assessment registry shall conduct such subdirections mentioned in SE-settlement article 64 number 4.
| 0 |
Modified by law 17 June 2005 # 90 (ikr. 1 jan 2008 ifg res. 26 jan 2007 # 88) that changed by law 26 jan 2007 # 3. |
Part Article SECTION 9.
The organization of a European company after two-level system
For a European company organized by the two-level system after SE settlement article 39 to 42, the rules of the general public law are subject to Chapter 6 and other rules on the company's leadership as far as they fit, and provided something else does not follow the SE settlement arrangement. For the management organ, the general of the Board of Directs of the Board of Directives of the Board of Directives is applicable as far as they fit, and for the control organ applicable to the general public assembly rules about the Corporate Assembly equivalent as far as they fit. The company is supposed to have a daily leader. For the daily leader, the general public's rules of the general manager apply to the rules of daily leader equivalent as far as they fit.
The control organ should have at least five members. The members are selected by the General Assembly after the SE settlement article 40 # 2. If nothing else follows of regulation after Section 3 of the law here.
Each of the members of the control organ may require information on the company's operation following the rule of the general public health law Section 6-37 other clause different periods. A member of the control organ that is taking care of a member of the management organ after the SE-settlement article 39 No. 3. Can do this for a time period that must not be longer than two months.
The management organ shall have at least three members.
Part Article SECTION 10.
The organization of a European company after one-level system
For a European company organized by one-level system after SE settlement article 43 to 45, the rules of the general public law are subject to Chapter 6 and other rules of the company's leadership as far as they fit, and provided something else does not follow the SE settlement arrangement. For the management organ, the general public's rules regarding the board of directors apply as far as they fit.
The company is supposed to have a daily leader. For the daily leader, the general public's rules of the general manager apply to the rules of daily leader equivalent as far as they fit.
The administration organ shall have at least three members. The members are selected by the General Assembly after the SE settlement article 43 No. 3. If nothing else follows of regulation after Section 3 of the law here.
Part Article SECTION 11.
Invitation to the General Assembly
The courthouse is competent authority to call the General Assembly after the SE-settlement article 54 number 2 and Article 55 # 3.
Stock owners who represent at least one twenty-one of the stock acquisition may require it to be referred to as the extraordinary General Assembly following the rules of the Public Stock Act Section 5-7 other clauses.
For the shareholder's right to get cases processed at the General Assembly applies to the general public affairs Act Section 5-11.
Part Article SECTION 12.
Currency
A European company can determine its stock capital in Norwegian kroner.
Part Article SECTION 13.
Ipowersetting
The law applies from the time the King decides. 1
| 1 |
From 1 apr 2005 ifg. res. 1 apr 2005 # 269. |
Part Article SECTION 14.
Changes in other laws
From the time the law takes effect, the following changes are made in other laws :---
Part Article
EES deal Attachment XXII # 10a (Council Regulation (EC) # 2157/2001 of 8. October 2001 about the ordinance of the European Company (SE)
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 have added "[ EPS ]" and "[ EES state ]" in 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 Financial and Social Committee and
out from the following consideration :
| 1) |
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 companies with business that are not limited to covering purely local needs should be able to plan and carry out reorganization of their business on the community plan. |
| 2) |
Such reorganization assumes that existing companies from different member states are given the opportunity to merge their potential through mergers. Such operations can be carried out only by that taken to the competition rules of the competition rules determined in the treaty. |
| 3) |
The standoff and cooperation operations involving corporations from different member states lead to legal and psychological difficulties and tax issues. The approach of the Member States of the Company right by the Board of Directing with the Home of the treaty of the treaty of 44 can be detracting some of these difficulties. Such approach still does not take companies subject to different legislation, from the duty of choosing a corporate form subject to a specific national legislation. |
| 4) |
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 obstacle for the creation of groups of corporations from different member states. |
| 5) |
The member states are required to ensure that the regulations that get the Applicability of European companies after this settlement, do not lead to discrimination as a result of the wrongful difference treatment of European companies compared to general stock companies and also not to unsustainable restrictions on the foundation of a European company or on the move of its business office. |
| 6) |
It is crucial to ensure that the enterprise's economic unity and legal entity in the community in the greatest possible extent is coincision. For this purpose, it should be determined the ability to create companies that are founded and that run business in accordance with legislation created by a community settlement that comes directly to the Applicability of all Member States, side about side with corporations which is subject to a specific national legislation. |
| 7) |
The provisions of such an Regulation will enable the creation and drive companies with a European dimension, free of the obstacles that arise because national corporate rights are different and have limited territorial ancability. |
| 8) |
The bets for a European Public Stock Company (hereafter called "SE") are among the measures that the council would pass before 1992 in accordance with the Commission's whitebook about the completion of the interior market, approved by the European Council that came together in Milan in June 1985. The European Council that came together in Brussels in 1987, expressed a desire that such statutes quickly could come in place. |
| 9) |
After the Commission in 1970 laid out a proposal for the Regulation of a European Public Stock Company, modified in 1975, has been working on the approach of national corporate law made significant progress so that it on those areas where a SE-selling company Behavior does not require consistent community rules, can be referred to the legislation that reguates public stock companies in the Member State where the company has its business office. |
| 10) |
Should the central goal of court rules regulating SE companies are achieved, assume this as a minimum, with reservations for any financial needs arising from the future, that a SE company can be established both to enable companies from different member states to fume or form a holding company and to enable corporations and other legal persons who run economic business and as regulated by different member state legislation, to form public subsidiaries. |
| 11) |
Judging from the same mindset, it should be possible for a general company with business office and head office in the community to reforming to a SE company without going to deviation, assuming it has a subsidiary in a different member state than the state there The business office is located. |
| 12) |
National regulations that apply to general stock companies offering their securities to the public and for value paper transactions, should also get Applicability when a SE company is stapled at a value paper invitation to the public and for SE companies who wish to take advantage of such financial instruments. |
| 13) |
The SE company itself has to take the form of a company with stock capital, which from both a funding and a management point of view is the form that best responds to the needs of a company that operates business in European scale. To ensure that such companies have reasonable size, it should be determined a minimum capital amount so that they have adequate assets, without making it difficult for small and medium-sized businesses to raise SE companies. |
| 14) |
A SE company must be led effectively and be subject to adequate supervision. It must be taken into consideration that in the Community of the Time, two different systems for management of general stock companies exist. Although a SE company should be allowed to choose between the two systems, the responsible areas for the persons responsible for the management and those responsible for the Protection Agency should be clearly defined. |
| 15) |
When one enterprise controls another that is regulated by another judicial system, its rights and duties are regulated regarding the protection of minority-ticket owners and third-party officials, according to the rules and the public principles of international privaatry, of the legislation that reguates the controlled enterprise, with reservations for the duties that impose the controlling enterprise of its own legislation, such as the requirement to devise consolidated accounting. |
| 16) |
With reservations for the consequences of any subsequent arrangement of member state legislation, it is required for the time not particularly separate rules for SE companies on this area. The rules and public principles of international privatation should therefore be able to obtain the Applicability both when a SE company is exercising control and when it is controlled the company. |
| 17) |
The arrangement that thus applies when a SE company is controlled by any other enterprise should be precision, and for this purpose, it should be referred to the legislation that reguates public stock companies in the Member State where the SE company has its business office. |
| 18) |
Each member state must be placed to impose the sanctions that apply to the general public companies that are regulated by state legislation with respect to the violation of this Regulation. |
| 19) |
The rules of labor influence in the European Company are determined in Directive 2001 /86/EC, and these regulations form a inseparable padding of this Regulation and must be used in parallel with this one. |
| 20) |
This Regulation does not include other judicial areas such as taxation, competition, intellectual property right or insolvens. The provisions of the Member States Law and in the Community Court are therefore allowed the Applicability of the above mentioned areas and in other areas that are not retaken by this Regulation. |
| 21) |
Instant 2001 /86/EF takes aim to secure the working-makers influence in cases and decisions that touch the SE company's life ; other social and work-legal questions, especially the work-makers ' right to information and consultation as it is organized of the Member States, regulated by the national regulations that on the same terms are given the Applicability of Public Stock companies. |
| 22) |
This forecading power must be postponed so that each member state can incorporate the provisions of the Directive 2001 /86/EC in national legislation and in advance creating the frameacts necessary for foundation and operation of SE companies with business office on their territory, so that the settlement and directive can be applied in parallel. |
| 23) |
A company with principal office that is not located in the community should be permitted to participate in the Foundation of a SE company, provided that this staple in accordance with a member state legislation, has its business office in this Member State and has a real and lasting association with a member state economy in accordance with the principles of the average program for the uptake of restrictions on the establishment of 1962. Such an association has been especially if a company has an established business place in this Member State and operates business from there. |
| 24) |
An SE company should have the opportunity to move its business office to another member state. The protection provided the interests of the minority-ticket owners who oppose the move, to creditors and injectors of other rights, should lie within reasonable limits. Such a move should not touch the rights that occur before the move. |
| 25) |
This Regulation does not touch regulations that optionally be taken into the Brussels Convention of 1968 or in texts that are passed by the Member States or by the Council replacing this Convention, regarding the sentencing rules that are given the Applicability in the case of movement of a general stock company's business office from a member state to another. |
| 26) |
Financial institutional business is regulated by special directives, and the national legislation that is conducting these directives and filler national rules governing such business, gets full-out Applicability on a SE company. |
| 27) |
In consideration of the shonest community divide by a SE company, the arrangement of the "actual business office" as for SE companies is introduced with this Regulation, without touching the Member States legislation and does not seize any elections that is to be made for other community spels about the company's right. |
| 28) |
The treaty provides no other warrant for the ordinance of this Regulation than the one that exists in Article 308. |
| 29) |
Since the measures of the intended ceiling, as it is sketched above, not reachable in the satisfying manner of the Member States in and with that a European general public company is established on European plan and therefore, due to such a company's scope and effect, better reachable on the community plan, the community can hit measures in accordance with the proximity of the treaty in the treaty of the treaty Article 5. In accordance with the relationship response principle stipulated in mentioned article, this Regulation does not go beyond what is necessary to reach these measures- |
passed this Regulation : ]
Department of Almemorial Regulations
Art 1.1. It can be established a company on the Joint Society [ EPS ] territory in the form of a European Public Stock Company (Societas Europaea, hereafter called "SE") on those terms and in the way that has been determined in this Regulation.
| 2. SE company is a company with capital distributed on stock. Each shareholder is responsible only for the amount that the person has drawn for. |
| 3. An SE company shall be its own court subject. |
| 4. Workers ' influence in a SE company shall be regulated by the provisions of Directive 2001 /86/EF. |
Part Article Art 2.1. Public stock companies listed in attachments in which are founded according to a Member States [ EES-state ] legislation, with the Business Office and Main Office of the Community [ EPS ], could raise a SE company through merger, provided that at least two of them are regulated by different member states [ EES state ] legislation.
| 2. Allmen stock companies and private stock companies listed in attachments II who are founded in accordance with a Member States [ EES ] legislation, with the Business Office and Main Office of the Community [ EPS ], can take initiative to the foundation of a SE holding company, provided that at least two of them : |
| a) |
are regulated by different member states [ EES state ] legislation, or |
| b) |
for at least two years has had a subsidiary which is regulated by another member state [ EES-state ] legislation or a branch that is located in another member state [ EES state ]. |
| 3. Companies in accordance with the treaty's Article 48 # 2 and other public or privatireless judicial subjects who are founded in accordance with a Member States [ EES ] legislation, with the Business Office and Main Office of the Community [ EPS ], can set up a SE subsidiary by drawing stock in it, provided that at least two of them : |
| a) |
are regulated by different member states [ EES state ] legislation, or |
| b) |
for at least two years has had a subsidiary which is regulated by another member state [ EES-state ] legislation or a branch that is located in another member state [ EES state ]. |
| 4. A general stock company founded in accordance with a Member States [ EES ] legislation and that has business office and head office of the Community [ EPS ], can be transformed into a SE company if it for at least two years has had a subsidiary that is regulated by a different member state [ EES state ] legislation. |
| 5. A Member State [ ELS state ] can determine that a company with its principal office that is not located in the Community [ EPS ] can participate in the Foundation of a SE company, provided that the company is founded in accordance with a member 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. |
Part Article Art 3.1. According to Article 2 # 1, 2 and 3 shall a SE company be considered a general stock company regulated by the legislature in the Member State [ EES state ] where it has its business office.
| 2. An SE company can even create one or more subsidiaries in terms of SE companies. Decisions in the Member State [ EES state ] where a SE subsidiary has its business office requiring a general stock company to have more than one shareholder, is not going to be Applicability on a SE subsidiary. Interjudicial provisions adopted in accordance with 12th Council Directive of the Company's Right (89/667/EEF) of 21. December 1989 about private one-person companies are given the equivalent of the Applicability of SE companies. |
Part Article Art 4.1. A SE company capital shall be expressed in the euro.
| 2. The draw capital shall be at least 120,000 euros. |
| 3. Legislation in a Member State [ EES state ] requiring greater sign capital for corporations exercising certain forms of business, is given the Applicability of SE Companies with Business Office in this Member State [ EES state ]. |
Part Article Art 5.With reservations for Article 4 # 1 and 2, shall a SE-sell capital, the creation of and changes in it, as well as the company's stock, bonds and other similar securities, are regulated by the provisions that would gain the Applicability of a Public Stock Company with Business Office in member state [ EES state ] where the SE company is registered.
Part Article Art 6.I According to this Regulation shall "SE-company ordinance" mean both the staple document and, if they are determined in a separate document, the SE company's ordinance.
Part Article Art 7.SE-company's business office should be located in the community [ EPS ], in the same member state [ EES state ] as the head office. A member state [ EES state ] can in addition impose SE companies registered on its territory an obligation to have the principal office and business office in the same place.
Part Article Art 8.1. A SE-selling business office can be moved to another member state [ EES state ] in accordance with the No. 2-13 Such movement should not lead to the resolution of the SE company 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 13, 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 name, business office and registration number of the SE Company and shall include : |
| a) |
the planned business office of the SE company, |
| b) |
the planned ordinance of the SE company, optionally with the new name, |
| c) |
the consequences that the move will be able to get for the work-makers influence, |
| d) |
the timetable of the planned move, |
| e) |
all rights determined for the protection of shareholders and / or creditors. |
| 3. The Ledelse or management organ shall devise a report explaining and forreasons the legal and financial aspects of the move and explaining the consequences of the move for shareholders, the creditors and the working staffs. |
| 4. SE company stock owners and creditors should at least one month before the General Assembly to comment on the move, have the right to review the moving plan and report worked out according to No. 3. And at the request for free copies of these documents, at the SE company's business office. |
| 5. A Member State [ EES state ] can, when it comes to SE companies registered on its territory, pass regulations with aim to ensure appropriate protection for minority-ticket owners that go against the move. |
| 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 59. |
| 7. Prior to the authority of the authority the certificate is mentioned in the 8, shall the SE company 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 SE company (herunder public organisers), grants adequate protection in accordance with the requirements determined by the Member State [ EES state ] where the SE company has its business office before moving. |
A member state [ EES state ] can extend the applicability of the first clause of the receivable changes that arise (or may occur) before the move.
The first and second clause does not touch the applicability of SE Companies of Member States [ EES ] national legislation on incorporation or safeties of payments to public organs.
| 8. In the Member State [ EES state ] where a SE company has its business office to be a right, 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 SE-seller business office and the ordinance changes that follow this, shall take effect on the date of the SE Company, in accordance with Article 12, in the Register of the New Business Office. |
| 11. When the new registration of the SE Company has been implemented, the registry for the new registration shall 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 13. |
| 13. After the new registration of a SE company has been released, the new business office can be made current to third-person. As long as the deletion of the registration of the SE company from the registry of the previous business office has not been made public, the third-person still may still invoke the previous business office, unless the SE company proves that such The third man had knowledge of the new business office. |
| 14. A Member States [ EES-state ] legislation can determine that with respect to SE companies registered in this Member State [ EES state ], shall move a business office that will lead to change in the legislation that gets the Applicability, not three in effect if the authority in this Member State [ EES state ] has objections to the move within the two-month deadline mentioned in the 6 Such objections can only be based on the public interest. |
When a SE company is subject to supervision by a national finance authority in accordance with community directives, the right to make objections to the move of business office is also applicable to this authority.
Indictions shall be able to be brought in for a judicial authority.
| 15th An SE company cannot move its business office if it has been launched dissolution, deviation, insolvens or payment stantive treatment or other similar treatment against it. |
| 16. An SE company that has moved its business office to another member state [ EES state ] shall with respect to any dispute arising before the move as stipulated in No. 10. It is considered to have its business office in the Member State [ EES state ] where the SE company was registered before the move, though the SE company is being searched for the move. |
Part Article Art 9.1. A SE company should be regulated :
| b) |
when it is expressly permitted after this Regulation, of the provisions of the Company's ordinance, |
or
| 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 ] to the review of community measures [ EIS measures ] as concrete concerns SE companies, |
| ii) |
The provisions of the Member States [ EES States ] legislation that will obtain the Applicability of a Public Stock Company founded in accordance with the legislature of the Member State [ EES ] in which the SE company has its business office, |
| iii) |
The provisions of its ordinance, in the same way as for a general stock company founded in accordance with the legislature of the Member State [ EES state ] where the SE company has its business office. |
| 2. The legislated regulations that are passed by the Member States [ EES ] particularly for the SE company, must be in compliance with the directives that get the Applicability of Public Stock companies mentioned in attachments I. |
| 3. If the species of the business that is being untaxed by a SE company is regulated by particular regulations in national legislation, this legislation is given the full inquiry on the SE company. |
Part Article Art 10.With reservations for this Regulation shall a SE company in each member state [ EES state ] is treated as a general stock company founded in accordance with the legislature of the Member State [ EES state ] where it has its business office.
Part Article Art 11.1. A SE-company name should contain the abbreviation SE in front of or after the name.
| 2. Only SE companies may have the abbreviation SE in the name. |
| 3. Companies and other court subjects registered in a member state [ EES state ] before the date of this forestation Commencement that has names where the abbreviation SE occurs, shall still not be placed to change the name. |
Part Article Art 12.1 SE companies are to be registered in the Member State [ EES state ] in which they have their business office, in a register designated by state legislation pursuant to Article 3 of the Council of the Council 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.
| 2. A SE company can be registered only if there is an agreement on arrangements for the labour market influence pursuant to Article 4 of Directive 2001 /86/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 SE company 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 2001 /86/EC, must either be reached an agreement according to the Directions of Directions of the Board of Directions, herding provision, or must none of the participating companies have been regulated by co-destinations before the registration of the SE company. |
| 4. SE The company's ordinance must not at any point in conflict with the determined moderations for the work-makers influence. If new such arrangements determined, according to the directive comes 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 of the SE company shall have the right to conduct the ordinance changes without further decision from the General Assembly.
Part Article Art 13.The documents and details of a SE company to be released in accordance with this Regulation shall be released in a manner determined in the legislature of the Member State [ EES state ] where the SE company has its business office in According to the Directive 68 /151/EEF.
Part Article Art 14.1. Message of a SE company registration and deletion of such registration shall be released to orientation in
The European Communities ' s Tidde after the release in accordance with Article 13. This message shall contain the SE company's name, number and registration date and site, the public and publication date and publication title, SE company's business office and its enterprise sector.
| 2. If a SE-seller business office is moved in accordance with Article 8, 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 publication mentioned in Article 13. |
Part Article
Department II. Stig.
Paragraph 1. Almemorial regulations
Art 15.1. With the provisions of the provisions of this Regulation, the Foundation of a SE Company shall be regulated by the legislature that gets the Applicability of the Public Stock Company in the Member State [ EES state ] where the SE company is establishing its business office.
| 2. The registration of a SE company shall be announced in accordance with Article 13. |
Part Article Art 16.1. A SE company is due to be subject to the date of the date when it is registered in the registry mentioned in Article 12.
| 2. If actions are made in a SE-company name prior to registration in accordance with Article 12 and SE Company after registration does not claim the obligations that follow such actions, the physical people, 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. |
Part Article
Intersection 2. Stigl on merger
Art 17.1. A SE company can be stapled by merger in accordance with article 2 # 1.
| 2. How merger can be performed in accordance with : |
| a) |
The approach for merger at takeover set in Article 3 # 1 in Directive 78 /855/EEF, or |
| b) |
The approach for merger on the foundation of a new company determined in Article 4 No. 1 in the same directive. |
In the case of merger by takeover, the overtaking company is taking the form of a SE company at the same time with the merger. In the case of merger at the foundation of a new company, the SE company is going to be the new company.
Part Article Art 18.For relationships not reselected by this paragraph or, if a relationship is retaken partly by it, for the pages that do not be retaken to the foundation of a SE company by merger, be regulated by the provisions of the The legislature of the Member State [ EES state ] it is hearing under which gets the Applicability of the mergers of general stock companies in accordance with Directive 78 /855/EEF.
Part Article Art 7:A Member States [ EES ] legislation may determine that a company being regulated by the legislation of this Member State [ EES state ] cannot participate in the foundation of a SE company by merger if a person's authority in this Member State [ The EES state ] is facing objections against it before the issue of the attest mentioned in Article 25 No. 2.
Such objections may be based only on the public interest. Indictions shall be able to be brought in for a judicial authority.
Part Article Art 8:1. The Levelses or management organs of fusion companies should devise a merger plan. The merger plan shall contain the following information :
| a) |
name and business office of each of the fusion companies, as well as the name and business office planned for the SE company, |
| b) |
stock exchange conditions and optionally allowance amounts, |
| c) |
further rules for allocation of stock in the SE company, |
| d) |
from what point the stock of the SE company provides the right to take part in the dividend, and all the honest terms connected with this privilege, |
| e) |
from what point of the transactions in the fusion companies accounting shall be deemed to be conducted for the SE company's bill, |
| f) |
what the rights SE company provides owners of stocks with the fair rights and owners of other securities than stocks, or what measures are prescribed with respect to them, |
| g) |
any particular benefit given to the sake of the Saxon who review the fusion plan and to the members of the fusion-based self-management, levees, opinion or control organs, |
| h) |
The SE company's ordinance, |
| in) |
information on which procedures are used when it in accordance with Directive 2001 /86/EF is determined arrangements for the labour market influence. |
| 2. The fusion companies can add further points to the fusion plan. |
Part Article Art 2For each of the fusion companies and with reservations for further claims determined by the Member State [ EES state ] as the appropriate company is subject to, the following information will be released in this Member State [ EES state ] national light leaf :
| a) |
form, name and business office of each fusion company, |
| b) |
The registry in which the documents mentioned in Article 3 number 2 in Directive 68 /151/EEF is deposited for each fusion company, and the registration number in the registry, |
| c) |
The indication of the closer rules of the exercise of the rights of the creditors of the applicable company, determined in accordance with Article 24, as well as the address where the full details of these rules can be cost-free, |
| d) |
The indication of the closer rules for the exercise of the rights of the minority ticket owners in the appropriate company, determined in accordance with Article 24, as well as the address where the full details of these rules can be cost-free, |
| e) |
planned name and business office of the SE company. |
Part Article Art 22:Instead of the plain-savvy operating on behalf of each of the fusion companies, one or more independent plainpoints can be cited according to Article 10 of the Directive 78 /855/EEF, appointed for this purpose after joint request from the companies of a The legal authority or management authority in one of the fusion company's member state or the planned SE company's Member State, [ EES state ] review the fusion plan and devise a single report to all stock owners.
The plainers shall have the right to ask for any information from each of the fusion companies that they think are necessary for them to perform their task.
Part Article Art 23.1. The General Assembly of each of the fusion companies shall accept the merger plan.
| 2. Workers ' influence in the SE company shall be determined according to Directive 2001 /86/EF. The General Assembly of each of the fusion companies can set as terms for the registration of the SE company that the General Assembly explicitly accepts those arrangements that are determined in this manner. |
Part Article Art 24.1. The Legislation of the Member State [ EES state ] regulating each fusion company is given the Applicability as in the case of merger of public stock companies, under consideration of the fusion of the interests of the :
| a) |
The creditors of the fusion companies, |
| b) |
bond owners in the fusion companies, |
| c) |
-holder of other securities than stocks that there are related special rights to in the fusion companies. |
| 2. A member state [ EES state ] can with respect to the fusion companies which are regulated by its legislation, pass regulations with aim to ensure appropriate protection for minority-ticket owners who have gone against the merger. |
Part Article Art 25.1. The legality of a merger is supposed to, when it comes to the part of the approach that concerns each fusion company, is controlled in accordance with the merger legislation for general stock companies in the Member State [ EES state ] as the fusion company is subject to.
| 2. In each affected member state [ EES state ] shall the court, the notary publicus or other the authority issue a reference that finally confirms 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 company is subject to analysis and modification of the stock exchange conditions, or a approach for reparations to minority ticket owners, without preventing registration of the merger, shall such advances be applied only if the remaining fusion companies located in Member States [ EES states ] that do not determine such a approach, when they approve the merger plan in accordance with Article 23 # 1, expressly accepts the possibility that this fusion company's stock owners have access to such a future approach. In such cases, the court, notary publicus or other the authority of the authority issue the attest mentioned in the No. 2 even though such a future approach is initiated. The Attence, however, must indicate that the approach is initiated. The decision that is taken at the conclusion of the approach shall be binding on the overtaking company and all its shareholder. |
Part Article Art 26.1. 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 SE Company, is controlled by the court, the notary publicus or other the authority in the Member State [ EES state ] to The SE company's future business office to control this page at the legality of merger between general stock companies.
| 2. For this purpose, each fusion company is going to overpass the authority attest mentioned in Article 25 # 2 within six months after it is issued, along with a copy of the fusion plan approved by the company. |
| 3. The Authority mentioned in the 1 shall particularly impose that the fusion companies have approved the merger plan on the same terms and that arrangements for the labour market influence are determined in accordance with Directive 2001 /86/EF. |
| 4. This authority shall also resettlement that the SE company is founded in accordance with the requirements of the legislature in the Member State [ EES state ] where it has its business office in accordance with Article 15. |
Part Article Art 27.1. A merger and simultaneous foundation of a SE company is getting effect on the date when the SE company is registered in accordance with Article 12.
| 2. The SE Company cannot be registered until the formalities determined in Article 25 and 26 have been completed. |
Part Article Art 28.For each of the fusion companies shall be reviewed by the merger released as stipulated in the legislature of each member state [ EES state ] in accordance with Article 3 of the Directive 68 /151/EEF.
Part Article Art 29.1. A merger conducted in accordance with Article 17 # 2 letter a) shall
ipso jure have the following legal effects that enter at the same time :
| a) |
all assets and pastaper in each overaccepted company are overdrawn as a whole to the overtaking company, |
| b) |
The stock holders of the overaccepted company become shareholders in the overtaking company, |
| c) |
the overaccepted company ceases, |
| d) |
the overtaking company is taking the form of a SE company. |
| 2. A merger conducted in accordance with Article 17 # 2 letter b) shall ipso jure have the following legal effects that enter at the same time : |
| a) |
all assets and passeers in the fusion companies are overdrawn as a whole to the SE company, |
| b) |
The stock owners in the fusion companies become shareholders in the SE company, |
| c) |
the fusion companies cease. |
| 3. If a member state [ EES-state ] legislation requires that by merger between general stock companies to be completed shonest formalities before the fusion of certain assets, rights and obligations are given effect to third man, these formalities are to be used and shall be carried out either by the fusion companies or of the SE company after registration. |
| 4. When it comes to 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, the participating Company's rights and obligations shall be dragged to the SE company when this is recorded. |
Part Article Art 30.A merger according to Article 2 # 1 cannot be declared invalid when the SE company is registered.
Missing control of the legality of the merger according to Article 25 and 26 may constitute a reason for the resolution of the SE company.
Part Article Art 31.1. If a merger according to Article 17 # 2 letter a) is carried out by a company that owns all stocks and other securities that give suffrage at the General Assembly in another company, neither article comes 20 number 1 letter b), c), and d), Article 29 # 1 letter b) or article 22 to the Applicability. National legislation that regulates each fusion company and mergers between general stock companies in accordance with Article 24 of the Directive 78 /855/EEF, is still coming to the Applicability.
| 2. If a merger at takeover is carried out by a company that owns 90% or more, but not all stocks and other securities that provide voting rights at the General Assembly in another company, reports from the lessee or management organ, reports from one or more independent plainer and the documents necessary for control are required only to the extent they are required by national legislation regulating the overtaking company or the overaccepted company. |
The member states [ EES states ] can still determine that this number can obtain the Applicability if a company owns shares that yield 90% or more, but not all of the voting sets.
Part Article
Paragraph 3. Stigable of a SE holding company
Art 32.1. A SE holding company can be stapled in accordance with article 2 # 2.
The companies that take initiative to the foundation of a SE holding company in accordance with article 2 # 2. shall continue to exist.
| 2. The Ledelses or management organs of the companies that take initiative to such an operation shall devise a plan of the same wording for the foundation of the SE holding company. This plan shall contain a report that explains and possess the legal and financial aspects of the foundation and indicate what consequences the acknowledged SE-holding company is given for the stock holders and the labour makers. The plan should also include the information determined in Article 20 number 1 letter a), b), c), f), f), and in) and shall determine the minimum share stock in each of the companies taking initiative to the operation that shareholders must contribute to the SE holding company can be stapled. This share is supposed to be stocks that provide more than 50% of the fixed voting boards. |
| 3. For each of the companies taking initiative of the operation, the plan for the foundation of the SE-holding company shall be released in the manner determined in each member state [ EES-state ] legislation in accordance with Article 3 of Directive 68 /151/EEF, at least one month before the date of the General Assembly to take position for the operation. |
| 4. One or more plainsavvy who are independent of the companies taking initiative of the operation, appointed or approved by a legal authority or the Management Authority of the Member State [ EES state ] that each company is subject to compliance with National provisions adopted to the completion of the Directive 78 /855/EEF, shall review the staple plan worked out in accordance with the No. 2 and shall devise a written report to the shareholders of each company. Following agreement between the companies taking initiative of the operation, a single report can be issued to the shareholders in all the companies of one or more independent plainssavvy, appointed or approved by a legal authority or the Management Authority in the Member State [ EES state ] as one of the companies taking initiative of the operation or as the future SE Company is subject to, in accordance with national regulations adopted to the completion of the Directive 78 /855/EEF. |
| 5. The report shall indicate any shonest difficulties at assessment and specify whether the planned swap ratio for the stock is fair and affordable, with the indication of the methods used to determine and whether such methods are good enough in the appropriate case. |
| 6. The General Assembly of each company that takes initiative for the operation shall approve the staple plan of the SE holding company. |
Workers ' influence in the SE holding company shall be determined in accordance with Directive 2001 /86/EF. The General Assembly of each company can set as terms for the registration of the SE-holding company that the General Assembly explicitly accepts those arrangements that are determined in this manner.
| 7. These regulations get the equivalent of the use of the private stock companies. |
Part Article Art 33.1. The shareholders of the companies taking initiative for such an operation shall have a deadline of three months to inform the initiative of the initiative of the initiative of whether they intend to contribute their shares at the Foundation of the SE holding company. The deadline is to start running from the date when the staple plan of the SE holding company is finally fixed in accordance with Article 32.
| 2. The SE holding company is to be stapled only if the stock owners in the companies taking initiative to the operation, within the deadline mentioned in the 1 has overhauled the minimum share stock in each company in accordance with the staple plan and if all other terms are met. |
| 3. If all conditions for the Foundation of the SE holding company are met in accordance with the No. 2. This relationship, with respect to each of the initiative of the initiative, is released on the way that is stipulating in national legislation that each company is subject to and that is enacted in accordance with Article 3 of the Directive 68 /151/EEF. |
Stock owners in the companies taking initiative of the operation that did not within the deadline mentioned in the 1 has indicated whether they intend to silence their shares at the disposal of the initiative of the initiative of the initiative of the UtSE holding company, shall receive an additional due date in a month to do so.
| 4. Ackeholders who have contributed their securities to the Foundation of the SE Company shall receive shares of the SE holding company. |
| 5. SE holding company cannot be registered until proven that the formalities mentioned in Article 32 have been implemented and that terms mentioned in No. 2 are met. |
Part Article Art 34.A Member State [ EES state ] can, when it comes to companies that take initiative to such an operation, pass regulations intended to ensure protection for minority-ticket owners who oppose the operation, creditors and Workers.
Part Article
Paragraph 4. The foundation of a SE subsidiary
Art 35.A SE can be stapled in accordance with article 2 # 3.
Part Article Art 36.Companies and other court subjects participating in such an operation shall be subject to the provisions governing their participation in the foundation of a subsidiary in the form of a general company in accordance with national legislation.
Part Article
Paragraph 5. Transform of an existing public stock company to a SE company
Art 37.1. A SE company can be stapled in accordance with article 2 # 4.
| 2. Without Article 12 berating, the transform of a public stock company to a SE company does not cause the company to be dissolved or to form a new legal person. |
| 3. Business office cannot be moved from a member state [ EES state ] to another in accordance with Article 8 at the same time as the reformation is carried out. |
| 4. The Ledelses or management organ of the appropriate company shall devise a plan for the reformation and a report explaining and forreasons the legal and financial aspects of the reformation and indicating what consequences it passed The SE-party shape gets for the stock owners and the workmakers. |
| 5. The education plan should be released in the manner determined in each member state [ EES-state ] legislation in accordance with Article 3 of the Directive 68 /151/EEF, at least one month before the date of the General Assembly to take position for the reformation. |
| 6. Before the General Assembly mentioned in the 7 shall one or more independent plaintutors appointed or approved in accordance with the national regulations adopted to review of Article 10 of the Directive 78 /855/EEF by a legal authority or the Management Authority of the Member State [ The EES state ] as the company reforming to a SE company is subject to, according to Directive 77 /91/EEF 1 Equivalent confirm that the company has net assets that at least correspond to its capital plus the reserves that in accordance with law or the ordinance must not be distributed. |
| 7. The General Assembly of the applicable company shall approve the reformation plan together with the SE company's ordinance. The General Assembly's decision shall be met as stipulating in the provisions of national legislation adopted to the completion of Article 7 of the Directive 78 /855/EEF. |
| 8. Member States [ EES states ] can set as terms of transform that the organ in the company that is to be reforming in which the labour market influence is organized, with qualified majority or unanimous has given its deduction. |
| 9. When it comes to 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, the rights and obligations of the Company shall reforming, overdrawn to the SE company when this is recorded. |
| 1 |
Jf. EES deal Attachment XXII # 2. Now replaced by dir 2012/30. |
Part Article
Department III. SE company's staging
Art 38.On the terms set out in this Regulation shall a SE company 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. |
Part Article
Paragraph 1. Tontier System
Art 39.1. The management organ shall be responsible for the management of the SE company. A member state [ EES state ] may determine that a managing director or managing CEOs should be responsible for the daily management of the same terms as for general stock companies that have 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 general stock companies that have business office on state territory.
| 3. No one can simultaneously be a member of both the management organ and the control organ of the same SE company. 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 SE Company's ordinance. A member state [ EES state ] can still put a minimum and / or a maximum number. |
| 5. If there is no provisions of a tone-level system for general stock companies with the business office on a member state [ EES state ] territory, the state can pass appropriate measures regarding SE companies. |
Part Article Art 40.1. The control organ shall be supervising the management of the management of the management organization. It cannot even exercise the management of the SE company.
| 2. The members of the control organ shall be appointed by the General Assembly. The members of the first control organ can still be appointed by the ordinance. This shall apply without touching Article 47 # 4 or any arrangements for employment influence stipulation in accordance with Directive 2001 /86/EF. |
| 3. 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 the control organ for SE companies registered on its territory or a minimum and / or a maximum number. |
Part Article Art 41.1. The management organ is to report to the control organ at least once every three months on the future of the future and the expected development in the SE company's business.
| 2. In addition to regular information mentioned in the 1 shall the management organ in good time provide the control organ any information on events that will be able to have a noticeable impact on the SE company. |
| 3. The control organ may require the management organ provide information of any species that it needs to bring supervision in accordance with Article 40 # 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 investigations necessary for the exercise of its tasks. |
| 5. Each member of the control organ shall have the right to examine any information that is being lecsed organ. |
Part Article The Art 42.Control organ is supposed to 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.
Part Article
Paragraph 2. Ettlevel System
Art 43.1. The management organ is going to lead the SE company. A member state [ EES state ] may determine that a managing director or managing CEOs should be responsible for the daily management of the same terms as for general stock companies that have 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 SE Company's ordinance. A member state [ EES state ] can still set a minimum number and optionally a maximum number of members. |
The management organ shall still consist of at least three members if the labour market influence is regulated in accordance with Directive 2001 /86/EEF.
| 3. The member or members of the management organ shall be appointed by the General Assembly. The members of the first living organ can still be appointed by the ordinance. This shall apply without touching Article 47 # 4 or for any work-stock influence determined in accordance with Directive 2001 /86/EF. |
| 4. If there is no provisions of a one-level system for general stock companies with the business office on a member state [ EES-state ] territory, the state can pass appropriate measures regarding SE companies. |
Part Article Art 44.1. The management organ is due to come together at least once every three months of frequency stipulation in the ordinance to discuss the progress and the anticipated development in the SE company's business.
| 2. Each member of the management organ shall have the right to examine any information that is being lecsed organ. |
Part Article The Art 45.Leadership 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.
Part Article
Paragraph 3. Public rules of the one-level and tone level system
Art 46.1. Members of the company's organs shall be appointed for a period of time determined in the ordinance and not exceeding 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. |
Part Article Art 47.1. A SE-seal ordinance may allow a company or other legal subjects to be a member of one of its organs, provided that not otherwise stipulated in the legislature of the Public Stock Company in the Member State [ EES state ] in which the SE company's business office is located.
The company or the second judicial subject shall designate a physical person to exercise its functions in the appropriate organ.
| 2. No one can be a member of an organ in a SE company or representative of a member according to the No. 1 if the person : |
| a) |
pursuant to the legislature of the Member State [ EES state ] where the SE company's business office is located, unable to be a member of the corresponding organ in a public stock company subject to the Member States [ EES state ] legislation, or |
| b) |
cannot be a member of the equivalent of the organ in a public stock company subject to the legislature of a member state [ EES state ] due to a court decision or stewardship met in a member state [ EES state ]. |
| 3. A SE-seal ordinance can comply with the legislation on general stock companies in the Member State [ EES state ] in which the SE company's business office is located, determining special conditions for the electability of members representing the shareholders. |
| 4. This Regulation shall not touch national legislation that allows for minority-ticket owners or other persons or authorities to enumerate part of the members of a company's organs. |
Part Article Art 48.1 In a SE-company ordinance, those transactions should be listed that require the management organ permit from the control organ in the tone-level system or an expressly decision from the management organ in the one-level system.
A member state [ EES state ] can still determine that the control organ in the tone-level system itself can determine that certain categories of transactions should require permission.
| 2. A Member State [ EES state ] can determine the categories of transactions that at least must be listed in the ordinance of SE companies registered on state territory. |
Part Article Art 49.The members of a SE-company organs have, even after they no longer exercise their positions, duty not to pass any information that they have about the SE company and that could damage the company's interests if they are granted further, except if such relaying is required or permitted in accordance with interjudicial regulations on general public stock companies or is in the public interest.
Part Article Art 50.1. Unless otherwise determined in this Regulation or in the ordinance, the internal rules of decision excellence and decision making in the SE company 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. |
| 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 2001 /86/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 the general public stock companies subject to the appropriate member state [ EES state ] legislation. |
Part Article Art 51.The members of a SE-sell, control and management organ shall comply with the provisions applicable to general stock companies in the Member State [ EES state ] in which the SE company's business office is located, be responsible for loss or damage inflicted on the SE company and which is due to the members ' violations of legal, ordinance specific or other obligations as follows by their functions.
Part Article
Paragraph 4. General Assembly
The Art 52.General Assembly shall hit decision in cases in which it has been granted particularly competence according to :
| b) |
The legislature of the Member State [ EES state ] where the SE company's business office is passed to the completion of Directive 2001 /86/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 ] in which the SE company's business office is located, either according to this Member the state's [ EES state ] legislation or SE company's ordinance in accordance with the same legislation.
Part Article Art 53.Without touching the rules stipulated in this paragraph shall the organization and review of General Collections as well as the future of the vote be regulated by the legislature of Public Stock companies in the Member State [ EES state ] in which The SE company's business office is located.
Part Article Art 54.1. A SE company is supposed to hold the General Assembly at least once every calendar year, within six months after the fiscal year's expiry date, unless the legislature in the Member State [ EES state ] where the SE company's business office is located that gets the Applicability Public stock companies that run the same type of business as the SE company, 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 SE company has been founded.
| 2. It can be called to the General Assembly at any time of the management organ, management organ, control organ, or any other organ or the authority in accordance with national legislation for public stock companies in the Member State [ EES state ] where the SE company's business office is located. |
Part Article Art 55.1. One or more stock owners who together own at least 10% of a SE-sell capital, can the requesters of the SE company to convene the General Assembly and determine the agenda of this ; SE company's ordinance or national legislation can determine a lower share on the same terms as those that apply to general stock companies.
| 2. The request to convene the General Assembly should indicate which points should be on the agenda of the agenda. |
| 3. If so, after a request in accordance with the 1 is not held general assembly in the right time, and in any case within two months, the person of judicial authority or the management authority of the SE Company's business office may impose summons to the General Assembly within a specific deadline or allow for either the shareholders who have requested it or their representative calls to the General Assembly. This shall not touch any interjudicial regulations that allow the stock owners themselves to be summoned to the General Assembly. |
Part Article Art 56.One or more stock owners who together own at least 10% of a SE-sell capital, they may request that one or more new points are placed on the agenda of any General Assembly. The procedures and the freists for such requests shall be determined in national legislation in the Member State [ EES state ] where the SE company's business office is located, or in the SE company's ordinance if such provisions do not exist. Ogenevn's share can be reduced in the ordinance or legislation of the Member State [ EES state ] where the SE company's business office is located, on the same terms as those applicable to general stock companies.
Part Article Art 57.General Assembly's decisions should be met with a majority of those votes that are valid given, unless this Regulation or any legislation for public stock companies in the Member State [ EES state ] where SE company's business office is located, requires a larger majority.
Part Article Art 58.The released votes shall not include votes related to stocks that the shareholder has not participated in the vote for or have prevented from voting for or has issued blank or invalid vote for.
Part Article Art 59.1. The change of a SE-seal ordinance shall require decision from the General Assembly, hit with a majority that cannot be less than two wooden parts of the given vote, unless the legislature of general stock companies in the Member State [ EES state ] there A SE-selling business office is located, requires or allows a larger majority.
| 2. A Member State [ EES state ] can still determine that if at least half of a SE-seal's drawing capital is represented, a single majority of the vote is mentioned in the No. 1. |
| 3. Changes of a SE-sell ordinance shall be released in accordance with Article 13. |
Part Article Art 60.1. If an SE company has two or more stock options, each decision from the General Assembly shall be subject to a separate vote for each class of shareholders with rights that enrich the decision.
| 2. If a decision from the General Assembly requires the majority of the votes determined in Article 59 number 1 or # 2. This majority shall also be required for the separate vote for each class of stock owners with rights enriched by the decision. |
Part Article
Department IV. Annual accounting and consolidated accounting
Art 61.With reservations for Article 62 shall SE the Company with respect to year-end accounting and optionally consolidated accounting, herunder the related annual account as well as revision and public disclosure of these accounts, be subject to the rules of Public stock companies in the legislature of the Member State [ EES state ] where the business office is located.
Part Article Art 62.1 A SE company that is a credit or financial institution shall with respect to the outings of year-end accounting and optionally consolidated accounting, herunder the related annual account 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 ] in which the business office is passed to the completion of the europe parliamentary and Council Directive 2000 /12/EC of 20. March 2000 about admission to start and exercise business as a credit institution.
1
| 2. A SE company that is an insurance enterprise shall with respect to the outings of annual accounting and optionally consolidated accounting, herunder the related annual account as well as revision and public disclosure of these books, be subject to the rules determined of the national legislation of the Member State [ EES state ] in which the business office is enacted to the review of the Council of Council 91 /674/ELF about insurance enterprises and consolidated rainmaker. |
| 1 |
EFT L 126 of 26.5.2000, s. 1. Jf. EES deal Attachment IX # 14, where the dir. 2000/12 now has been replaced by dir. /4//48. |
Part Article
Department V. Resolution, deviation, insolvens and payment stop
Art 63.With regard to resolution, deviation, insolvens, payment outages and similar treatment, a SE company shall be subject to the legislature that will gain the Applicability of a Public Stock Company founded in accordance with the legislature of the Member State [ EES state ] where the business office is located, herding the provisions of decision making in the General Assembly.
Part Article Art 64.1. When an SE company is no longer fulfilling the claim set in Article 7, Member State [ EES ] in which the SE company's business office is meeting expediency measures to impose its situation in order within a set deadline, either :
| a) |
by newly establishing its head office in the Member State [ EES state ] where the business office is located, or |
| b) |
by moving the business office by means of the approach set in Article 8. |
| 2. Member State [ EES state ] where the SE company's business office is to hit necessary measures to ensure that a SE company that fails to bring its situation in order according to No. 1, is discontinued. |
| 3. Member State [ EES state ] where the SE company's business office is to determine a clawn access with respect to any established violation of Article 7. Such complaint should have delay effect for the procedures stipulating in the 1 and 2. |
| 4. If after initiative from either the government or a touched party determining that a SE company has its head office on a member state [ EES-state ] territory in violation of Article 7, the government of this Member State [ EES state ] is immediately inform the Member State [ EES state ] where the SE company's business office is located. |
Part Article Art 65.Without touching Internet legal provisions requiring further public settlement, should introduction and closure of the resolution, deviation, insolvens or payment resolution and a decision to continue business, public in accordance with Article 13.
Part Article Art 66.1. A SE company can be transformed into a public stock company subject to the legislature in 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. Transform of a SE company to a general public company shall not cause the company to be dissolved or to form a new legal person. |
| 3. SE The company's lessee or management organ shall devise the education plan and a report explaining and reasons the legal and financial aspects of the reformation and which explain the consequences for the stock holders and the working makers of the company reforming to the general public stock company. |
| 4. The education plan should be released in the manner determined in each member state [ EES-state ] legislation in accordance with Article 3 of the Directive 68 /151/EEEF at least one month before the General Assembly to comment on the reformation. |
| 5. Before the General Assembly mentioned in the 6 shall one or more independent plaintutors appointed or approved in accordance with the national regulations adopted to the review of Article 10 of the Directive 78 /855/EEF by a legal authority or the Management Authority of the Member State [ The EES state ] as the SE company that is reforming to a public stock company is subject to, confirming that the company has assets that at least correspond to its capital. |
| 6. The General Assembly of the SE Company shall approve the reformation plan together with the general stock market ordinance. The General Assembly's decision shall be met as stipulating in the provisions of national legislation adopted to the completion of Article 7 of the Directive 78 /855/EEF. |
Part Article
Department VI. Additional regulations and transition regulations
Art 67.1. 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 SE companies with the business office on its territory the same regulations that get Applicability on Public stock companies that are redesigned by its legislation with respect to how the company's capital is expressed. A SE company 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 SE company.
| 2. If and as long as the third phase of the Beer MU does not apply to the Member State [ EES state ] where a SE company has its business office, the SE company can still devise and announce the year accounting and optionally the consolidated accounting of the euro. The Member State [ EES state ] may require the SE company's annual accounting and potentially consolidated accounting and released in national currency on the same terms as those determined for general stock companies in the Member States [ EES state ] legislation. This does not touch the extra adhall of the SE company to announce its year-end accounting and optionally consolidated accounting in the euro in accordance with Directive 90 /604/EEF. |
Part Article
Department VII. End regulations
Art 68.1 The Member States [ EES states ] shall hit all the appropriate measures to ensure effective review of this Regulation.
| 2. Each member state [ EES state ] shall designate the person in accordance with Article 8, 25, 26, 54, and 64. It shall inform the Commission and the rest of the member states [ EES states ] about this. |
Part Article Art 69. The Sen. Five years after this Regulation is in effect, the Commission shall overpass the Council and European Parliament 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 SE-seller's principal office and business office localizes in different Member States [ EES states ], |
| b) |
about the fusion term in Article 17 # 2 should be extended to include also other fusion types than those mentioned in Article 3 number 1 and Article 4 # 1 in Directive 78 /855/EEF, |
| c) |
about the sentencing rules of Article 8 number 16 should be revised in light of any provision taken into the Brussels Convention of 1968 or in a text replacing this Convention and as the Member States [ EES states ] or the Council optionally passes, |
| d) |
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 SE company 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 general stock company with the Business Office in the Member State [ EES state ]. |
Part Article Art 70.This Regulation takes effect on 8. October 2004.
This Regulation is binding in all parts and comes directly to the Applicability of all Member States [ EES states ].
Utfinet in Luxembourg, 8. October 2001.
Part Article
Appendix I. Allmen stock companies mentioned in article 2 number 1
BELGIUM :
let the society of society anonymous / de naamloze vennootthap
DENMARK :
activist
GERMANY :
die Accent-ellhaft
GREECE :
/ * Greek characters omitted, see the EES amendment 23 /2003/s. 465.
SPAIN :
let society ad anónima
FRANCE :
let the society-to-be anonymous
IRELAND :
public companyes liLimited by shares
public companyes Limited by guarantee hazing a share capity
ITALY :
The society of society per azioni
LUXEMBOURG :
let the society-to-be anonymous
NETHERLANDS :
de naamloze vennoothap
AUSTRIA :
die Accent-ellhaft
PORTUGAL :
a society of society anónima de response sabilidde limitada
FINLAND :
Christmas koketinyhtiö / Republic of activism
SWEDEN :
Democratic activist team
THE UNITED KINGDOM :
public companyes liLimited by shares
public companyes Limited by guarantee hazing a share capity
Added to attachments I at the EES agreement Attachment XXII # 10a :
Hlutafène
die Accent-ellhaft
die Commanditaktiengsschaft
Public stock company
Appendix II. Public stock companies and private stock companies mentioned in article 2 number 2
BELGIUM :
let the society of society anonymous / de naamloze vennootthap,
let the society of society privaée to respond limitée / beatroot vennoothap met beperched aanlantelijkheid
DENMARK :
activist,
anparty damage
GERMANY :
die Accent Acelluft,
die Gesellhaft mit schränter Haftog
GREECE :
/ * Greek characters omitted, see the EES amendment 23 /2003/s. 466.
SPAIN :
let the sociedad anónima,
let the sociedad de response sabilidad limitada
FRANCE :
let the socialite anonymous,
let the society of society respond to litsabilite limitée
IRELAND :
public companyes liLimited by shares,
public companyes liLimited city of guarantee hazing a share capital,
private companyes Limited by shares,
private companyes Limited by guarantee hazing a share capital,
ITALY :
The society of society per azioni,
The society of society said to be responsive to limitata
LUXEMBOURG :
let the socialite anonymous,
let the society of society respond to litsabilite limitée
NETHERLANDS :
the naamloze vennoothap,
de-foot root vennoothap met beperched aanlantelijkheid
AUSTRIA :
die Accent Acelluft,
die Gesellhaft mit schränter Haftog
PORTUGAL :
a society of society anónima de response sabilidde limitada,
a society of society por quotas de response sabilidde limitada,
FINLAND :
okeyhtiö
activist
SWEDEN :
activist
THE UNITED KINGDOM :
public companyes liLimited by shares,
public companyes liLimited city of guarantee hazing a share capital,
private companyes Limited by shares,
private companyes Limited by guarantee hazing a share capity
Added to Attachment II at the ERES Agreement Attachment XXII # 10a :
Hlutafène
Eiahlutafène
die Accent-ellhaft
die Commanditaktiengsschaft
die Gesellhaft mit schränter Haftog
Public stock company
Stock company
