Act On European Companies Upon Completion Of The Eea Agreement Annex Xxii No. 10A (Council Regulation (Ec) No. 2157/2001) (Se Act)

Original Language Title: Lov om europeiske selskaper ved gjennomføring av EØS-avtalen vedlegg XXII nr. 10a (rådsforordning (EF) nr. 2157/2001) (SE-loven)

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Read the untranslated law here: https://lovdata.no/dokument/NL/lov/2005-04-01-14

Act on European companies upon completion of the EEA Agreement Annex XXII no. 10a (Council Regulation (EC) No. 2157/2001) (SE Act).


Date LOV-2005-04-01-14


Ministry of Industry and Ministry of Fisheries

Edited

LOV-2011-11-18-42 from 01/01/2012


Published in 2005 Booklet 4


Commencement 01.04.2005

Changes


Promulgated
01.04.2005

Short Title
SE Act

Chapter Overview:

Main part
EEA Agreement Annex XXII no. 10a (Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of the European company (SE))
Department I. General Provisions || | TITLE II. Foundation
Section 1. General Provisions
Section 2 Formation by merger
Section 3 Formation of a holding SE
Section 4. Formation of a subsidiary SE
Section 5. Conversion of an existing public company to an SE
Department III. SE's structure
Section 1 two-tier system
Section 2 tier system
Section 3. Common rules for the one-tier and two-tier system
Section 4. General
Title IV. The annual accounts and consolidated accounts
Department V. Resolution, liquidation, insolvency and suspension of payments
Title VI. Additional and transitional provisions
Title VII. FINAL PROVISIONS
Appendix I. Public Limited mentioned in Article 2. 1
Appendix II. Public limited companies and private limited companies mentioned in Article 2. 2

Ref. EEA Agreement Annex XXII no. 10a (Regulation (EC) No. 2157/2001).

§ 1. SE Regulation EEA Agreement, Annex XXII no. 10a (Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of the European company (SE)) (SE Regulation) apply that law with the adaptation resulting from Annex XXII protocol 1 to the agreement and the agreement otherwise.

§ 2. Relations with other Norwegian legislation for a European company with offices in Norway, the provisions of Companies Act corresponding to the extent applicable, and unless otherwise provided by the SE Regulation, regulations issued pursuant to the SE Regulation or the law here. Similarly as regards other rules laid down in or pursuant to the law applicable to public limited companies generally, or that apply to the business it conducts. A requirement in the legislation on the organization as a public limited company does not preclude the organization as a European company.
If in doubt about the relationship between the SE Regulation, this Act and other legislation the King may issue regulations clarifying this. The King may also issue regulations concerning the management organs of European companies doing business in the Savings Banks Act, 1 Commercial Banks Act, 1 the Insurance Act and the Financial Institutions Act, 1 and may in such regulations make exceptions from the provisions of these laws to the extent that this involves necessary adaptations to the SE Regulation and directive on employee participation mentioned in article 1 paragraph 4.

§ 3. Employee involvement King may issue further rules on employee involvement in a European company, ref. SE Regulation Article 1. 4, including the settlement of disputes. The provisions of the Regulations apply instead of the corresponding provisions of Companies Act or other legislation on workers' right to representation on governing bodies.

§ 4. Companies outside the EEA may participate in the formation of a European company A company that does not have its head office in a Member State may participate in the formation of a European company by the rules imposed by the SE Regulation Article 2 No.5.

§ 5. Formation by merger By formation of a European company by merger pursuant SE Regulation Article 2. 1, ref. Article 17 to 31, the rules on establishment of a Norwegian public company by merger, similar to the extent applicable , ref. SE Regulation Article 18
Business Enterprises is the competent authority to issue the certificate referred to in the SE Regulation Article 25. 2, and to verify the legality of the merger by the SE Regulation Article 26.

§ 6. Formation by conversion Upon conversion of a public limited company to a European company for the SE Regulation Article 2. 4, cf. Article 37, the provisions of the Companies Act chapter 15 corresponding to the extent applicable.

§ 7. Removal of a European company when relocation is decided by the SE Regulation Article 8 shall a European company by its business name on letters, announcements and other documents add the words "under relocation".

When moving a European company, the provisions of Companies Act, §§ 13-14 to 13-17 on the implementation of fusion corresponding to the extent applicable. The King may prohibit the European company moves when it is contrary to the public interest, ref. SE Regulation Article 8. 14. For companies doing business which falls under the laws specified in af, additionally apply requirement of approval or permission by the following provisions:

A)
Law 24 May 1961 No.. 1 savings bank § 47.1

B)
Law 24 May 1961 No.. 2 on Commercial Banks § 31.1

C)
Insurance Act § 3-6 first paragraph, 2

D)
Act of 10 June 1988 no. 40 on financing activity and financial institutions §§ 2a-14 and 3 to 6.3

E)
Act 29 June 2007 no. 74 on regulated markets § 7,

F)
- - -.

Business Enterprises is the competent authority to issue the certificate referred to in the SE Regulation Article 8. 8

§ 8. Failure to comply with requirements for business office and head office location When a European company no longer meets the requirements of the SE Regulation Article 7, the provisions of Companies Act, §§ 16-15 to 16-18 on the dissolution and liquidation by order of District court corresponding to the extent applicable.
An appeal against the ruling on dissolution when a European company no longer meets the requirements of the SE Regulation Article 7, have suspensive effect.
Business enterprises shall make such notifications mentioned in the SE Regulation Article 64. 4.

§ 9. The organization of a European company by two-level system for a European company which is organized by two-level system for SE Regulation Articles 39 to 42, the provisions of the Companies Act chapter 6 and other provisions of the Companies Act regarding the company's management as wherever appropriate, and if something else does not follow from the SE Regulation. For the management organ of the Public Limited Companies Act regarding the board corresponding to the extent applicable, and the supervisory organ of the Public Limited Companies Act regarding the corporate assembly corresponding to the extent applicable. The company shall have a general manager. For the Executive Director of the Public Limited Companies Act for general manager corresponding to the extent applicable.
The inspection body must have at least five members. The members are elected by the SE Regulation Article 40. 2, unless otherwise prescribed by regulation under § 3 of this Act.
Each of the members of the supervisory organ may require information about the company's operations for the rule in the Act § 6-37, second paragraph, second sentence. A member of the supervisory organ that maintains the position of a member of the management organ by the SE Regulation Article 39. 3, can do this for a period which shall not be longer than two months.
Management Authority shall have at least three members.

§ 10. The organization of a European company by one level system For a European company which is organized by one-level system for SE Regulation Article 43 to 45, the provisions of the Companies Act chapter 6 and other provisions of the Companies Act regarding the company's management as wherever appropriate, and if something else does not follow from the SE Regulation. For administrative organ of the Public Limited Companies Act regarding the board corresponding to the extent applicable.
Company shall have a general manager. For the Executive Director of the Public Limited Companies Act for general manager corresponding to the extent applicable.
Administrative organ shall have at least three members. The members are elected by the SE Regulation Article 43. 3, unless otherwise prescribed by regulation under § 3 of this Act.

§ 11. Notice of General District Court is the competent authority to convene a general meeting for the SE Regulation Article 54. 2 and Article 55. 3.
Shareholders representing at least one twentieth of the share capital may request the convening extraordinary general Meeting in accordance with the Act § 5-7, second paragraph.
For shareholders' right to have matters considered at the meeting of the Public Limited Companies Act § 5-11.

§ 12. Currency A European company can establish its capital in Norwegian kroner.

§ 13. Commencement This Act applies when the King bestemmer.1

§ 14. Amendments to other Acts From the time the law comes into force the following amendments to other Acts - - -

EEA Agreement Annex XXII no. 10a (Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute of the European company (SE))


Note from the editorial in the Norwegian Laws: It follows from the EEA Agreement Protocol 1. 1 that the preamble (preamble) of the acts of the EEA Agreement appendices deal, not adapted to the EEA and that the preamble is relevant only to the extent it can contribute to a correct interpretation of the act within the framework of the EEA agreement. This is here marked by setting introduction in italics within brackets. It follows from Protocol 1. 7 to no. 9 that the terms "Community," "EC" and "Member State" must read "EEA" and "EEA State". This is highlighted by the editors have added "[EEA]" and "[State]" in the text.
[Council of the European Union -
regard to the Treaty establishing the European Community, and in particular Article 308,
Having regard to the proposal from the Commission,
Having regard to the opinion of the European Parliament, | || Having regard to the opinion of the economic and social Committee and
Whereas:

1)
completion of the internal market and the improvement it brings about in the economic and social situation throughout the Community mean not only that barriers to trade must be removed, but also that the structures of production must be adapted to the Community dimension. For this purpose it is essential that companies the business of which is not limited to satisfying purely local needs should be able to plan and carry out the reorganization of their business on a Community scale.

2)
Such reorganization presupposes that existing companies from different Member States have the opportunity to merge their potential through mergers. Such operations can be carried out only with due regard to the competition rules laid down in the Treaty.

3)
Restructuring and cooperation operations involving companies from different Member States give rise to legal and psychological difficulties and tax problems. Approximation of Member States' company law by means of directives pursuant to Article 44 may overcome some of these difficulties. Such an approach does not relieve companies governed by different legal systems from the obligation to choose a corporate form subject to a particular national law.

4)
The legal framework within which business must be carried on in the Community is still based largely on national laws and therefore no longer corresponds to the economic framework it must develop if the objectives laid down in Article 18 be achieved. This situation poses a significant obstacle to the creation of groups of companies from different Member States.

5)
Member States are required to ensure that the provisions applicable to European companies under this Regulation do not lead to discrimination as a result of unlawful discrimination against European companies compared with public limited companies nor to disproportionate restrictions on the formation of a European company or the relocation of its registered office.

6)
It is crucial to ensure that the economic unit and the legal unit in the Community as far as possible coincide. For this purpose should be established ability to create companies that are incorporated and operating in accordance with the law created by a Community Regulation directly applicable in all Member States, alongside companies that are subject to a particular national law.

7)
provisions of such a Regulation will make it possible to establish and operate companies with a European dimension, free from the obstacles arising from the national company is different and has limited territorial application.

8)
Statute for a European public limited company (hereinafter "SE") is among the measures that the Council should adopt prior to 1992 in accordance with the Commission's White Paper on completion of the internal market, approved by the European Council which came together in Milan in June 1985. the European Council that met in Brussels in 1987 expressed the wish that such statutes could quickly put in place.

9)
After the Commission in 1970 put forward a proposal for Regulation on the Statute for a European public limited company, amended in 1975, work on the approximation of national company made substantial progress, so that on those points where an SE -company work does not need uniform community rules reference may be made to the laws that regulate public limited companies in the Member State where the company has its registered office.

10)

The essential objective of legal rules governing SEs is achieved, this assumes as a minimum, without prejudice to any economic needs that arise in the future, that an SE can be established both to make it possible for companies from different member States to merge or form a holding company and to make it possible for companies and other legal entities engaged in economic activities which are governed by different member States, to form joint subsidiaries.

11)
In the same context it should be possible for a public limited company with headquarters in the Community to transform itself into an SE without going into liquidation, provided it has a subsidiary in another Member State than state of the registered office.

12)
National provisions applying to public limited companies that offer their securities to the public and to securities transactions should also apply where an SE is formed at an offer of securities to the public and to SEs wishing to avail themselves of such financial instruments.

13)
The SE itself must take the form of a company with share capital, that from both a financial and a managerial point of view is the form that best match the needs of a company operating on a European scale. To ensure that such companies are of reasonable size, should be set a minimum amount of capital so that they have sufficient assets without making it difficult for small and medium sized enterprises to form SEs.

14)
An SE must be efficiently managed and properly supervised. It must be considered that the Community currently are two different systems for the administration of public limited companies. Although an SE should be allowed to choose between the two systems, the respective responsibilities of the persons responsible for management and those responsible for supervision, be clearly defined.

15)
When one undertaking controls another governed by a different legal system, regulated its rights and obligations regarding the protection of minority shareholders and third parties, in accordance with the rules and the general principles of private international law, the legislation governing the controlled undertaking, without prejudice to the obligations imposed on the controlling undertaking by its own law, for example the requirement to prepare consolidated accounts.

16)
Without prejudice to the consequences of any subsequent coordination of Member States' legislation requires currently no specific rules for SEs in this area. Rules and general principles of private international law should therefore be applied both where an SE exercises control and when it is the controlled company.

17)
The rule thus applicable where an SE is controlled by another entity, should be clarified, and for this purpose should be made to the legislation governing public limited companies in the Member State where the SE has its registered office.

18)
Each Member State shall be required to apply the sanctions applicable to public limited companies governed by its law in respect of breach of this Regulation.

19)
rules for employee involvement in the European company are laid down in Directive 2001/86 / EC, and those provisions thus form an indissociable complement to this Regulation and must be applied in parallel with this.

20)
This Regulation does not cover other areas such as taxation, competition, intellectual property or insolvency. The provisions of Member States' legislation and of Community law are therefore applicable in the above areas and in other areas not covered by this Regulation.

21)
Directive 2001/86 / EC aims to ensure that employees have a right in matters and decisions that affect the SE's life. Other social and labor law issues, in particular the right of employees to information and consultation as it is organized in the Member States, governed by the national provisions on the same terms applicable to public limited companies.

22)
This Regulation applies must be postponed so that each Member State may incorporate the provisions of Directive 2001/86 / EC into national law and in advance to create the procedures that are necessary for formation and operation of SEs with registered offices their territory, so that the Regulation and the directive may be used in parallel.

23)

A company with headquarters that is not in the Community should be allowed to participate in the formation of an SE provided that company is formed according to a Member State, has its registered office in that Member State and has a real and lasting adjacent to a member state's economy according to the principles of the general program for the abolition of restrictions on freedom of establishment by 1962. such a connection exists in particular if a company has an establishment in that member state and doing business there.

24)
An SE should be enabled to transfer its registered office to another Member State. The protection given to the interests of the minority shareholders who oppose the transfer, of creditors and holders of other rights should be within reasonable limits. Such transfer should not affect the rights originating before the transfer.

25)
This Regulation shall not affect provisions that could be included in the Brussels Convention of 1968 or in any text adopted by Member States or by the Council to replace such Convention, concerning the jurisdiction rules applicable in case of relocation of a public limited company registered office from one Member State to another.

26)
Activities by financial institutions are regulated by specific directives and the national legislation implementing these directives and additional national rules regulating those activities apply in full on an SE.

27)
In view of the specific Community character of an SE, the arrangement of the "actual office" that for SEs introduced by this Regulation, without prejudice to Member States' legislation and does not prejudge the choices to be made for other community texts on company law.

28)
Treaty provides no other authority for the adoption of this Regulation other than the one found in Article 308.

29)
Since the objectives of the intended action, as outlined above, can not be reached on satisfactory way by Member States and that a European public limited company established at European level and therefore, because of such a company's scope and effect, be better achieved at community level, the community may adopt measures in accordance with the principle enshrined in Article 5. in accordance with the principle of proportionality set out in that Article, this Regulation does not go beyond what is necessary to achieve those goals -

Adopted this Regulation:]
Department I. GENERAL PROVISIONS

Art 1. 1. It can establish a company in the Community [EEA] territory in the form of a European public limited company (Societas Europaea, hereinafter "SE") on the terms and in the manner provided for in this Regulation.
2. SE is a company with capital divided into shares. Each shareholder is liable only for the amount he has subscribed.

3. An SE shall have legal personality.

4. Employee involvement in an SE shall be governed by the provisions of Directive 2001/86 / EC.

Article 2 1. Public limited liability companies listed in Annex I which is incorporated under the laws of a Member State [Member State] laws, with headquarters in the Community [EEA] may form an SE by merger, provided that at least two of them are governed by different member States [EEA States] law.
2. Public limited companies and private limited companies listed in Annex II which is incorporated under the laws of a Member State [Member State] laws, with headquarters in the Community [EEA], may initiate formation of a holding SE provided that at least two of them :

A)
regulated by different Member States [EEA States] law or

B)
at least two years had a subsidiary governed by another Member State [Member State] law or a branch situated in another Member State [State].

3. Companies within the meaning of Article 48. 2 and other public or private law legal entities incorporated under the laws of a Member State [Member State] laws, with headquarters in the Community [EEA] may form a subsidiary SE by subscribing shares in it, provided that at least two of them:

A)
regulated by different Member States [EEA States] law or

B)
at least two years had a subsidiary that is regulated by another Member State [Member State] law or a branch situated in another Member State [State].

4. A public limited company organized under a Member State [Member State] law which has headquarters in the Community [EEA], can be transformed into an SE if for at least two years had a subsidiary that is regulated by a another member State [member State] laws.


5. A Member [State] may provide that a company with head office not in the Community [EEA] may participate in the formation of an SE provided that company is incorporated under the laws of a Member State, has its registered office in that Member State [member state] and have a real and lasting connection to a member state [member state] economy.

Article 3 1. Pursuant to Article 2. 1, 2 and 3 shall be an SE regarded as a public limited company governed by the law of the Member [State] where it has its registered office.
2. An SE can create one or more subsidiaries in the form of SEs. Provisions of the Member State [Member State] where a subsidiary SE has its registered office that require a public limited company must have more than one shareholder shall not apply in a subsidiary SE. Inter Legal provisions adopted in accordance with the twelfth Council Directive on company law (89/667 / EEC) of 21 December 1989 on private enpersonsaksjeselskaper shall apply mutatis mutandis to SEs.

Article 4 1. An SE's capital shall be expressed in euro.
2. The subscribed capital shall be at least 120,000 euros.

3. Law of a Member [State] requiring a greater subscribed capital for companies carrying on certain types of activity shall apply to SEs with registered offices in that Member State [Member State].

Article 5 Without prejudice to Article 4. 1 and 2, an SE's capital, maintenance of and changes in it, and the company's stocks, bonds and other similar securities, governed by the provisions which would apply to a public limited company with its registered office in a member state [member state] where the SE is registered.

Article 6 In accordance with this Regulation shall "statutes" means the memorandum and, if they are set out in a separate document, the statutes.

Article 7 SE's registered office shall be in the Community [EEA], in the same Member State [State] as headquarters. A Member [State] may also require SEs registered in its territory the obligation of locating the head office and registered office in the same place.

Article 8 1. An SE's registered office can be moved to another Member State [State] in accordance with paragraph. 2 - 13. Such transfer shall not result in the winding up of the SE or in the creation of a new legal person.
2. The management or administrative organ shall draw up a transfer proposal and publicize it in accordance with Article 13, without prejudice to any additional forms of publication provided by the Member State [Member State] registered office affected. The plan must provide current name, registered office and registration number of the SE and shall include:

A)
the proposed registered office of the SE,

B)
the planned Statute of the SE, possibly with the new name

C)
the consequences that the move will be able to get the involvement of employees,

D)
schedule for the planned move,

E)
all rights provided for the protection of shareholders and / or creditors.

3. Management or administrative organ shall draw up a report explaining and justifying the legal and economic aspects of the transfer and explaining the implications of the transfer for shareholders, creditors and employees.

4. SE's shareholders and creditors shall be at least one month before the general meeting shall decide on the transfer, have the right to undergo the transfer proposal and the report drawn up under paragraph. 3 and, on request, obtain free copies of these documents, by the SE's registered office .

5. A Member [State] may, as regards SEs registered in its territory, adopt provisions designed to ensure appropriate protection for minority shareholders who oppose the move.

6. The No decision to transfer may be taken for two months after publication of the proposal. Such a decision shall be taken as laid down in Article 59.

7. Before the competent authority issues the certificate mentioned in paragraph. 8, the SE shall prove that, with regard to claims arising prior to the publication of the transfer proposal, the interests of creditors and holders of other rights against the SE (including those of public bodies), provide adequately protected in accordance with requirements set by the member state [member state] where the SE has its registered office prior to the transfer.
A Member [State] may extend the application of the first paragraph of any liabilities arising (or may arise) prior to the transfer.

Subsections prejudice to the application of SEs of Member States [EEA States] national legislation concerning the satisfaction or securing of payments to public bodies.

8. In Member State [Member State] where an SE has its registered office should a court, notary or other competent authority shall issue a certificate attesting to the completion of the acts and formalities before moving.

9. The new registration may not be effected until the certificate referred to in paragraph. 8 has been submitted and it submitted evidence that the formalities required for registration in the country of the new registered office have been completed.

10. The transfer of an SE's registered office and the amendments arising out of this, shall enter into force on the date on which the SE is registered in accordance with Article 12, the register of the new registered office.

11. When the new registration of the SE is effected, the registry for its new registration shall notify the register for its old registration. The old registration shall be deleted when this notification is received, but not before.

12. The new registration and the deletion of the old registration shall be publicized in the Member States concerned [Member States] in accordance with Article 13.

13. After the new registration of an SE is published, the new office may be relied on as against third parties. As long as the deletion of the registration of the SE from the register of its previous registered office has not been publicized, third parties may continue to rely on the previous registered office unless the SE proves that such third parties were aware of the new registered office.

14. One Member State [Member State] laws may provide that with regard to SEs registered in that Member State [Member State] shall relocation of an office that will lead to change of the law applicable shall not take effect if the competent authority in that member state [member state] has objectionable month period referred to in paragraph. 6. Such opposition may be based only on the public interest.
When an SE is supervised by a national financial supervisory authority according to Community directives, the right to oppose the change of registered office applies to this authority.
Objections should be brought before a judicial authority.

15. An SE may not transfer its registered office if proceedings for dissolution, liquidation, insolvency or suspension of payments or other similar treatment against it.

16. An SE which has transferred its registered office to another Member State [State] shall in respect of any action arising prior to the transfer as determined in paragraph. 10, as having its registered office in the Member [State] where the SE was registered prior to the transfer, even if the SE is sued after the transfer.

Article 9 1. An SE shall be governed:
a)
of this Regulation

B)
as expressly permitted under this Regulation, the provisions of the Articles of Association,

Or

C)
regard to issues that are not regulated by this Regulation or when a relationship is partly regulated by it, of those aspects not covered by it, by:

I)
regulations adopted by Member States [Member States] for the implementation of Community action [EEA measures] which specifically relates to SEs,

Ii)
provisions of the Member States [EEA States] legislation that will apply to a limited company incorporated in accordance with the law of the Member State [Member State] where the SE has its registered office,

Iii)
provisions of its statutes, in the same way as for a public limited company incorporated in accordance with the law of the Member State [Member State] where the SE has its registered office.

2. The laws adopted by Member States [Member States] in particular for the SE must be in accordance with the directives applicable to public limited companies listed in Annex I.

3. If the nature of the activities carried out by an SE is regulated by special provisions of national law, get this legislation fully applicable to the SE.

Article 10 Without prejudice to this Regulation an SE in each Member State [State] is treated as a limited company incorporated under the laws of the Member State [Member State] where it has its registered office.

Article 11 1. An SE's name must include the abbreviation SE in front or surname.
2. Only SEs may include the acronym SE in their name.


3. Companies and other legal entities registered in a Member [State] before the date of this Regulation applies the names of which the abbreviation SE appears shall not be required to change its name.

Article 12 1. SEs will be registered in the Member [State] where they have their registered office in a register designated by the legislation of the State in accordance with Article 3 of Council Directive 68/151 / EEC of 9 March 1968 on coordination of safeguards required in the member States [member States] of companies as defined in Article 58, second paragraph to protect selskapsdeltakeres and third party interests, for the purpose of making such safeguards equivalent.
2. An SE can be registered only if there is an agreement on arrangements for employee involvement pursuant to Article 4 of Directive 2001/86 / EC or a decision is made within the meaning of Article 3. 6 or the period for negotiations in according to Article 5 has expired without an agreement.

3. For an SE shall be registered in a Member State [State] who have exercised the option referred to in Article 7. 3 of Directive 2001/86 / EC, there must be either an agreement pursuant to Article 4 of arrangements for employee involvement, including participation, or none of the participating companies must have been governed by participation rules before registration of the SE.

4. Statutes must at no time be in conflict with the arrangements for employee involvement. Where such new arrangements determined pursuant to the Directive conflict with the existing statutes, the statutes amended to the extent necessary.
In this case, a Member [State] provide that the management or administrative organ of the SE shall be entitled to amend the statutes without any further decision from the general meeting.

Article 13 The documents and information concerning an SE which must be made public under this Regulation shall be published in a way that is the law of the Member State [Member State] where the SE has its registered office in accordance Directive 68/151 / EEC.

Article 14 1. Notice of an SE's registration and deletion of such registration shall be published for information purposes in the Official Journal for publication in accordance with Article 13. This notification shall contain the SE's name, number and date of registration and place of birth, offentliggjøringsdato and place and title of publication, the SE's registered office and its business sector.
2. If an SE's registered office is transferred in accordance with Article 8, notice shall be published a message with the information provided for in no. 1, together with that relating to the new registration.

3. The information referred to in paragraph. 1 shall be forwarded to the Office of the European Communities Official Publications within one month of the publication referred to in Article 13.

Department II. foundation

Section 1. General Provisions

Article 15 1. Subject to the provisions of this Regulation, the formation of an SE governed by the law applicable to public limited companies in Member State [Member State] in which the SE establishes its registered office.
2. The registration of an SE shall be published in accordance with Article 13.

Article 16 1. An SE shall be legal on the date on which it is recorded in the register referred to in Article 12.
2. If there are actions taken in an SE's name before its registration in accordance with Article 12 and the SE after the registration does not assume the obligations arising out of such actions, the natural persons, companies or other legal entities which performed those acts shall be jointly and severally responsible for them, without restriction, unless there is agreement to the contrary.

Section 2 Formation by merger

Article 17 1. An SE may be formed by merger in accordance with Article 2 paragraph 1.
2. Such fusion can be carried out in accordance with:

A)
procedure for merger by acquisition laid down in Article 3. 1 of Directive 78/855 / EEC, or

B)
procedure for merger by the formation of a new company laid down in Article 4. 1 in the same directive.

In case of a merger by acquisition, the acquiring company will take the form of an SE when the merger. In case of merger by the formation of a new company the SE shall be the new company.


Article 18 For matters not covered by this section or, where a matter is partly covered by it, for those aspects not covered by it, every company that participates in the formation of an SE by merger, be regulated of provisions of the law of the member state [member state] it falls under applicable to mergers of public limited in accordance with Directive 78/855 / EEC.

Article 19 A Member State [Member State] laws may provide that a company governed by the law of that Member State [Member State], can not participate in the formation of an SE by merger if a competent authority in this member state [member state] until after objections to the prior issuance of the certificate referred to in Article 25. 2. Such opposition may be based only on the public interest. Objections must be brought before a judicial authority.

Article 20 1. The management or administrative organs of merging companies shall draw up a merger plan. The merger plan shall contain the following information:
a)
name and registered office of each of the merging companies and the name and registered office of which is scheduled for the SE,

B)
shares trade-off and possibly compensation amount,

C)
detailed rules for the allocation of shares in the SE,

D)
date from which the shares of the SE entitles the holder to participate in dividends, and any special conditions affecting that entitlement,

E)
date from which the transactions of the merging companies accounting shall be deemed effected for the SE's expense,

F)
rights SE gives owners of shares with special rights and holders of securities other than shares, or the measures proposed concerning them,

G)
any special advantage granted to the experts who examine the draft terms of merger and to the members of the merging companies' administrative, management, supervisory or controlling bodies,

H)
statutes,

I)
information on the procedures used when pursuant to Directive 2001/86 / EC determined arrangements for employee involvement.

2. The merging companies may include further items in the merger plan.

Article 21 For each of the merging companies and subject to the additional requirements imposed by the Member State [Member State] as the company concerned is subject, the following information shall be published in the Member State [Member State] National Gazette: || | a)
form, name and registered office of each merging company,

B)
register in which the documents referred to in Article 3. 2 of Directive 68/151 / EEC are filed in respect of each merging company, and the registration number in the registry,

C)
specifying the modalities of the exercise of the rights of creditors in the company in question, determined in accordance with Article 24 and the address at which complete information on those arrangements may be obtained free of charge

D)
specifying the modalities for the exercise of the rights of minority shareholders of the company in question, determined in accordance with Article 24 and the address at which complete information on those arrangements may be obtained free of charge

E)
scheduled name and registered office of the SE.

Article 22 alternative to experts operating on behalf of each of the merging companies, one or more independent experts under Article 10 of Directive 78/855 / EEC, appointed for this purpose at the joint request of the companies by a judicial or administrative authority in one of the merging companies' Member State or the designated SE's Member State [State] undergo merger plan and draw up a single report to all the shareholders. The experts shall be entitled to request any information from each of the merging companies that they believe are necessary for them to perform their task.

Article 23 1. The general meeting of each of the merging companies will accept the merger plan.
2. Employee involvement in the SE shall be determined in accordance with Directive 2001/86 / EC. General meeting of each of the merging companies may set as a condition for registration of the SE that the General Assembly express ratification of the arrangements so decided this way.

Article 24 1. The law of the Member [State] governing each merging company shall apply as in the case of mergers of public limited liability companies, taking into account the merger is transnational in nature, in terms of protection of the interests of:
a)
creditors of the merging companies,

B)
bondholders in the merging companies,

C)
holders of securities other than shares which are attached special rights in the merging companies.


2. A Member [State] may with regard to the merging companies governed by its law, adopt provisions designed to ensure appropriate protection for minority shareholders who have opposed the merger.

Article 25 1. The legality of a merger shall, as regards the part of the procedure concerning each merging company, controlled in accordance with the law of public limited liability companies in the Member [State] as the merging company is subject.
2. In each Member State concerned [State] the court, notary or other competent authority shall issue a certificate conclusively attesting to the acts and formalities preceding the merger is completed.

3. If the law of a Member [State] as a merging company is subject provides for a procedure to scrutinize and amend the shares exchange ratio, or a procedure to compensate minority shareholders, without preventing the registration of the merger, such procedures shall apply only if the other merging companies situated in member States [member States] which do not provide for such a procedure, when approving the merger plan in accordance with Article 23 no. 1, explicitly accept the possibility that this merging company's shareholders have access to such a procedure. In such cases, the court, notary or other competent authority shall issue the certificate referred to in paragraph. 2 even if such a procedure has been started. The certificate must, however, indicate that the procedure is commenced. The decision taken at the conclusion of the procedure shall be binding on the acquiring company and all its shareholders.

Article 26 1. The legality of a merger shall, as regards the part of the procedure concerning the completion of the merger and the formation of the SE, controlled by the court, notary or other competent authority of the Member State [Member State] the SE's future business office to scrutinize that aspect of the legality of mergers between public limited companies.
2. To that end each merging company shall submit to the competent authority the certificate referred to in Article 25. 2 within six months of its issue together with a copy of the merger plan approved by the company.

3. The authority referred to in paragraph. 1 shall in particular ensure that the merging companies have approved the merger plan on the same terms and that arrangements for employee involvement are determined pursuant to Directive 2001/86 / EC.

4. This authority shall also satisfy itself that the SE has been formed in accordance with the requirements of the legislation of the Member [State] where it has its registered office in accordance with Article 15.

Article 27 1. A merger and the simultaneous formation of an SE shall take effect on the date on which the SE is registered in accordance with Article 12.
2. SE can not be registered until the formalities provided for in Articles 25 and 26 is completed.

Article 28 For each of the merging companies the completion of the merger be made public as laid down in the laws of each Member State [State] in accordance with Article 3 of Directive 68/151 / EEC.

Article 29 1. A merger carried out in accordance with Article 17. 2 letter a) shall ipso jure have the following consequences occur simultaneously:
a)
all assets and liabilities of each acquired company are transferred entirety to the acquiring company,

B)
shareholders of the acquired company are the shareholders of the acquiring company,

C)
the acquiree ceases

D)
the acquiring company takes the form of an SE.

2. A merger carried out in accordance with Article 17. 2 letter b) shall ipso jure have the following consequences occur simultaneously:

A)
all assets and liabilities of the merging companies are transferred to the SE,

B)
shareholders of the merging companies become shareholders of the SE,

C)
the merging companies cease.

3. If a Member State [Member State] law requires that when a merger between public limited completion of any special formalities before the merging companies' transfer of certain assets, rights and obligations shall take effect against third parties, these formalities shall apply and shall be carried out either by the merging companies or of SE after registration.

4. As regards employment and working conditions imposed by law, practice and individual employment contracts or employment at national level and which exist on the date of registration, the participating companies' rights and obligations are transferred to the SE when recorded.


Article 30 A merger in accordance with Article 2. 1 may not be declared null and void once the SE is registered. Missing control of the legality of the merger pursuant to Articles 25 and 26 may constitute a ground for dissolution of the SE.

Article 31 1. Where a merger pursuant to Article 17. 2 letter a) carried out by a company which holds all the shares and other securities conferring voting rights at general meetings of another company, neither the Article 20. 1 letter b), c) and d), Article 29. 1 letter b) or Article 22 apply. National law governing each merging company and mergers of public limited liability companies in accordance with Article 24 of Directive 78/855 / EEC, nevertheless apply.
2. Where a merger by acquisition is carried out by a company which holds 90% or more but not all shares and other securities conferring voting rights at general meetings of another company, the reports from the management or administrative body, reports from an independent expert or experts and the documents necessary for control, required only to the extent that they are required by national legislation governing the acquiring company or the acquiree.
Member States [Member States] may, however, provide that this paragraph may apply where a company holds shares which give 90% or more, but not all voting rights.

Section 3 Formation of a holding SE

Article 32 1. A holding SE may be formed in accordance with Article 2. 2. The companies that initiate the formation of a holding SE in accordance with Article 2 no. 2, shall continue to exist.

2. The management or administrative organs of the companies that initiate such an operation shall draw up a plan with the same wording for the formation of the holding SE. This plan shall include a report explaining and justifying the legal and economic aspects of the Foundation and specify what consequences the approved holding SE form gets to the shareholders and the employees. The plan shall also include the information provided for in Article 20. 1 letter a), b), c), f), g), h) and i) and shall fix the minimum proportion of shares in each of the companies promoting the operation which shareholders must contribute to the holding SE may be formed. This proportion shall be shares conferring more than 50% of the permanent voting rights.

3. For each of the companies promoting the operation, the plan for the formation of the holding SE published in the manner laid down in each Member State [Member State] laws in accordance with Article 3 of Directive 68/151 / EEC at least one month before the general meeting called to decide on the operation.

4. One or more experts who are independent of the companies promoting the operation, appointed or approved by a judicial or administrative authority in the Member [State] which each company is subject in accordance with national provisions adopted in implementation of Directive 78/855 / EEC shall undergo flotation plan prepared in accordance with Nos. 2 and shall prepare a written report to the shareholders of each company. By agreement between the companies promoting the operation, it may draw up a single report to the shareholders of all the companies by one or more independent experts, appointed or approved by a judicial or administrative authority in the Member [State] as one of the companies promoting the operation or the future SE is subject in accordance with national provisions adopted in implementation of Directive 78/855 / EEC.

5. The report shall indicate any special valuation difficulties and state whether the proposed exchange ratio for the shares is fair and reasonable, indicating the methods used to determine it and whether such methods are adequate in the case in question.

6. The general meeting of each company promoting the operation shall approve the foundation plan for the holding SE.
Employee involvement in the holding SE shall be determined in accordance with Directive 2001/86 / EC. The general meeting of each company can make it a condition for registration of the holding SE that the General Assembly express ratification of the arrangements so decided this way.

7. These provisions shall apply mutatis mutandis to private limited companies.

Article 33 1. The shareholders of the companies promoting such an operation shall have a period of three months to notify the entrepreneurial companies whether they intend to contribute their shares at the formation of the SE holding company. This period shall commence from the date of incorporation plan for the holding SE have been finally determined in accordance with Article 32.

2. Holding SE shall be formed only if the shareholders of the companies promoting the operation, within the period referred to in paragraph. 1 has assigned the minimum proportion of shares in each company in accordance with the foundation plan and if all other conditions are met.

3. If all conditions of the formation of the holding SE are fulfilled in accordance with paragraph. 2, this relation with respect to each of the entrepreneurial companies, be publicized in the manner laid down in national law which each company is subject and adopted pursuant to Article 3 of Directive 68/151 / EEC.
Shareholders of the companies promoting the operation which is not within the period referred to in paragraph. 1 have indicated whether they intend to make its shares available to the entrepreneurial companies with a view to staple holding SE shall receive an additional deadline of one month to do so.

4. Shareholders who have contributed their securities to the formation of the SE shall receive shares in the holding SE.

5. Holding SE may not be registered until it is shown that the formalities referred to in Article 32 has been completed and that the conditions referred to in paragraph. 2 are met.

Article 34, a Member [State], when it comes to companies that initiate such an operation, adopt provisions designed to ensure protection for minority shareholders who oppose the operation, creditors and employees.

Section 4. Formation of a subsidiary SE

Article 35 An SE may be formed in accordance with Article 2. 3.

Article 36 Companies and other legal entities 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 public limited company in accordance with national legislation.

Section 5. Conversion of an existing public limited company to an SE

Article 37 1. An SE may be formed in accordance with Article 2 paragraph 4.
2. Without prejudice to Article 12 prejudiced, the conversion of a public limited company to an SE does not lead to the dissolution of the Company or to the formation of a new legal person.

3. Office may not be transferred from one Member [State] to another pursuant to Article 8 at the same time as the conversion is effected.

4. The management or administrative organ of the company in question shall draw up a conversion plan and a report explaining and justifying the legal and economic aspects of the conversion and indicating the consequences of the adopted SE form gets to the shareholders and the employees.

5. The conversion shall be publicized in the manner laid down in each Member State [Member State] laws in accordance with Article 3 of Directive 68/151 / EEC at least one month before the general meeting called to decide on conversion.

6. Before the general meeting referred to in paragraph. 7, one or more independent experts appointed or approved, in accordance with the national provisions adopted in implementation of Article 10 of Directive 78/855 / EEC, by a judicial or administrative authority in the Member State [Member State] which the company being converted into an SE is subject, in accordance with Directive 77/91 / EØF1 equivalent confirm that the company has net assets at least equivalent to its capital plus those reserves which by law or the statutes do not need to be allocated.

7. The general meeting of the company in question shall approve the draft terms of conversion together with the statutes. General Assembly decision shall be taken as laid down in the provisions of national law adopted in implementation of Article 7 of Directive 78/855 / EEC.

8. Member States [Member States] may condition for transformation that the organ of the company to be converted within which employee participation is organized by a qualified majority or unanimity has endorsed.

9. As regards employment and working conditions imposed by law, practice and individual employment contracts or employment at national level and which exist on the date of registration, the rights and obligations of the company to be converted, transferred to the SE when recorded.

Department III. SE's structure

Article 38 Under the conditions laid down in this Regulation an SE include:
a)
a general meeting, and

B)
either a supervisory organ and a management organ (two-tier system) or an administrative organ (one-tier system), depending on the form adopted in the statutes.

Section 1 two-tier system


Article 39 1. The management organ shall be responsible for the management of the SE. A Member [State] may provide that a managing director or managing directors shall be responsible for the current management under the same conditions as for public limited companies that have registered offices within that Member State [Member State] territory.
2. The member or members of the management organ are appointed and removed by the supervisory organ.
A Member [State] may require or permit the statutes to provide that the member or members of the management organ are appointed and removed by the general meeting under the same conditions as for public limited companies that have registered offices within its territory.

3. No one can simultaneously be a member of the management organ and the supervisory organ of SE. The supervisory organ may, however, nominate one of its members to act as member of the management organ in the event of a vacancy. During such period, their functions as member of the supervisory organ shall be suspended. A Member [State] may determine that such periods should be limited in time.

4. Number of members of the management organ or the rules for determining it shall be laid down in the statutes. A Member [State] may still set a minimum and / or maximum number.

5. If there are no provisions for a two-tier system for public limited companies with registered office in a Member State [Member State] territory, may adopt appropriate measures in relation to SEs.

Article 40 1. The supervisory organ shall supervise the management organ. It may not itself exercise the management of the SE.
2. Members of the supervisory organ shall be appointed by the AGM. Members of the first supervisory organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47. 4 or any employee participation arrangements determined pursuant to Directive 2001/86 / EC.

3. Number of members of the supervisory organ or the rules for determining it shall be provided by the statutes. A Member [State] may determine the number of members of the supervisory organ for SEs registered in its territory or a minimum and / or maximum number.

Article 41 1. The management organ shall report to the supervisory organ at least once every three months on the progress and foreseeable development of the SE's business.
2. In addition to the regular information referred to in paragraph. 1, the management organ in good time to the supervisory organ any information on events likely to have an appreciable effect on the SE.

3. The supervisory organ may require the management organ to provide information of any kind which it needs to exercise supervision in accordance with Article 40. 1. A Member [State] may provide that each member of the supervisory organ also be entitled to this facility.

4. The supervisory organ may undertake or arrange for it being conducted investigations necessary for the exercise of its duties.

5. Each member of the supervisory organ shall be entitled to examine all information submitted to it.

Article 42 The supervisory organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting may be elected chairman.

Section 2 tier system

Article 43 1. The administrative organ shall lead the SE. A Member [State] may provide that a managing director or managing directors shall be responsible for the current management under the same conditions as for public limited companies that have registered offices within that Member State [Member State] territory.
2. Number of members of the management organ or the rules for determining it shall be laid down in the statutes. A Member [State] may still set a minimum and, where necessary, a maximum number of members.
The administrative organ shall, however, consist of at least three members where employee participation is regulated in accordance with Directive 2001/86 / EEC.

3. The member or members of the management organ shall be appointed by the AGM. Members of the first administrative organ may, however, be appointed by the statutes. This shall apply without prejudice to Article 47. 4 or for any employee participation arrangements determined pursuant to Directive 2001/86 / EC.

4. If there are no provisions for a one-tier system for public limited companies with registered office in a Member State [Member State] territory, may adopt appropriate measures in relation to SEs.

Article 44 1. The administrative organ shall meet at least once every three months at intervals laid down in the statutes to discuss the progress and foreseeable development of the SE's business.

2. Each member of the management organ shall be entitled to examine all information submitted to it.

Article 45 The administrative organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by the general meeting may be elected chairman.

Section 3. Common rules for the one-tier and two-tier system

Article 46 1. Members of company organs shall be appointed for a period laid down in the statutes not exceeding six years.
2. Subject to any restrictions laid down in the statutes, members may be reappointed once or more times for the period which is determined in accordance with paragraph 1.

Article 47 1. An SE's statutes may permit a company or other legal member of one of its organs, provided that nothing else is the law applicable to public limited companies in Member State [Member State] where the SE's office is situated. The company or the other legal entity shall designate a natural person to exercise its functions in the organ.

2. No one can be a member of an organ of an SE or representative of a member under paragraph. 1 who:

A)
under the laws of the Member State [Member State] where the SE's registered office is situated, can not be a member of the corresponding organ of a public limited company subject to Member State [Member State] laws or

B)
can not be a member of the corresponding organ of a public limited company governed by the laws of a Member [State] because of a court ruling or administrative decision delivered in a Member [State].

3. An SE's statutes may, in accordance with the law on Public Member State [Member State] where the SE's registered office is situated, lay down specific conditions for eligibility for members representing the shareholders.

4. This Regulation shall not affect national laws which allow minority shareholders or other persons or authorities to appoint some of the members of a company's organs.

Article 48 1. In an SE's statutes shall transactions be listed that require the management organ authorized by the supervisory organ in the two-tier system or an express decision by the administrative organ in one-tier system. A Member [State] may determine that the supervisory body of the two-tier system can decide that certain categories of transactions should require authorization.

2. A Member [State] may determine the categories of transactions which must feature in the statutes of SEs registered within its territory.

Article 49 Members of an SE's organs have, even after they have ceased to hold office, duty not to divulge any information which they have concerning the SE and which could harm the company's interests or those of its except where such disclosure is required or permitted under national law provisions applicable to public limited companies or in the public interest.

Article 50 1. Unless otherwise provided in this Regulation or the statutes, the internal rules relating to quorums and decision-making in the SE's organs shall be the following:
a)
quorum: at least half of the members must be present or represented,

B)
decision-taking: a majority of members present or represented.

2. If the statutes are not relevant provision, the chairman of each organ shall have a casting vote in case of a tie. There shall be no provision to the contrary in the statutes, where half of the supervisory organ consists of employees' representatives.

3. Where employee participation is provided in accordance with Directive 2001/86 / EC, a Member [State] provide that assessment body quorum and decision-making, as exceptions to the provisions referred to in paragraph. 1 and 2, shall be subject to the rules in the same conditions apply to public limited companies governed by the relevant member state [member state] laws.

Article 51 Members of an SE's management, supervisory and administrative organ shall, in accordance with the provisions applicable to public limited companies in Member State [Member State] where the SE's registered office is situated, be liable for any loss or damage suffered SE -the company and due to members' violations of the legal, statutory or other obligations inherent in their duties.

Section 4. General

Article 52 The General Meeting shall decide on matters for which it is given sole responsibility by:
a)
this Regulation

B)

Law of the Member State [Member State] which the SE's registered office is situated adopted in implementation of Directive 2001/86 / EC.

Furthermore, the AGM decide on matters where given competence of the general meeting of a public company subject to the law of the Member State [Member State] where the SE's registered office is situated, either according to Member State [Member State] laws or SE -company statutes in accordance with the same legislation.

Art 53. Without prejudice to the rules laid down in this paragraph, the organization and conduct of general meetings and procedure by voting be regulated by law for public limited companies in Member State [Member State] where the SE's registered office is located.

Article 54 1. An SE shall hold a general meeting at least once each calendar year, within six months of the financial year, unless the law of the Member State [Member State] where the SE's registered office is situated applicable to public limited companies driver same type of activity as the SE provides for more frequent meetings. A Member [State] may provide that the first general meeting may be held at any time within 18 months after the SE has been established.
2. It may be convened general meeting at any time by the management organ, the administrative organ, the supervisory organ or any other organ or competent authority in accordance with national law for public limited companies in Member State [Member State] where the SE's registered office is located.

Article 55 1. One or more shareholders who together hold at least 10% of an SE's subscribed capital may request the SE to convene a general meeting and determine the agenda for this; SE's statutes or national legislation may provide for a smaller proportion under the same conditions as those applicable to public limited companies.
2. The request to convene a general meeting shall specify the points that should be on the agenda.

3. If, after a request under paragraph. 1 is not held general meeting on time, and in any case within two months, the competent judicial or administrative authority of the SE's registered office impose summons has within a certain time limit or allow either shareholders who have requested it or their representatives, convene a general meeting. This shall not affect any provisions of national law which allow the shareholders themselves to convene general meetings.

Article 56 One or more shareholders who together hold at least 10% of an SE's subscribed capital may request that one or more new items be put on the agenda of any general meeting. The procedures and time limits for such requests shall be laid down in national law of the Member State [Member State] which the SE's registered office is situated or the statutes if such provisions do not exist. The above proportion may be reduced by the statutes or the law of the Member State [Member State] which the SE's registered office is situated under the same conditions as those applicable to public limited companies.

Art 57. General Assembly shall take decisions by a majority of the votes validly cast, unless this Regulation or any law for public limited companies in Member State [Member State] which the SE's registered office is situated requires a greater majority.

Article 58 The votes cast shall not include votes attaching to shares which the shareholder has not taken part in the vote for or abstained from voting for or have submitted blank or invalid vote.

Article 59 1. Amendment of an SE's statutes shall require a decision of the General Assembly, taken by a majority which may not be less than two-thirds of the votes cast, unless the law applicable to public limited companies in Member State [Member State] where an SE's registered office is situated requires or permits a larger majority.
2. A Member [State] may provide that if at least half of an SE's subscribed capital is represented, it is sufficient with a simple majority of the votes referred to in paragraph 1.

3. Amendments to an SE's statutes shall be published in accordance with Article 13.

Article 60 1. Where an SE has two or more classes of shares, each decision made by the AGM be subject to a separate vote for each class of shareholders whose rights are affected by the decision.
2. If a decision of the general meeting requires a majority of votes specified in Article 59. 1 or no. 2, this majority also required for the separate vote for each class of shareholders whose rights are affected by the decision.


Title IV. The annual accounts and consolidated accounts

Art 61. Subject to Article 62 shall SE with regard to the preparation of annual accounts and consolidated accounts if any, including the accompanying annual report and the auditing and publication of those accounts, be subject to the rules for public limited companies by the law of the Member State [EEA state] registered office.

Article 62 1. An SE which is a credit or financial institution shall be with regard to the preparation of annual accounts and consolidated accounts if any, including the accompanying annual report and the auditing and publication of those accounts will be subject to the rules laid down in the national law of the member state [member state] of the registered office has been adopted for the implementation of Directive 2000/12 / EC of 20 March 2000 relating to the taking up and pursuit of the business kredittinstitusjon.1
2. An SE which is an insurance undertaking shall be with regard to the preparation of annual accounts and consolidated accounts if any, including the accompanying annual report and the auditing and publication of those accounts will be subject to the rules laid down in the national law of the Member State [Member State] of the registered office is adopted for the implementation of Council Directive 91/674 / EEC on insurance undertakings annual accounts and consolidated accounts.

Department V. Resolution, liquidation, insolvency and suspension of payments

Article 63 With regard to dissolution, liquidation, insolvency, cessation of payments and similar treatment, an SE to be subject to the legal provisions that will apply to a limited company incorporated under the laws of the Member State [Member State] of the registered office situated, including provisions relating to decision-making in the general assembly.

Art 64. 1. When an SE no longer complies with the requirement laid down in Article 7, the Member State [Member State] where the SE's registered office is situated shall take appropriate measures to oblige the SE to regularize its position in order within a specified period either:
a)
by newly established its headquarters in the member state [member state] of the registered office, or

B)
by moving office by means of the procedure laid down in Article 8

2. Member State [Member State] where the SE's registered office is situated shall take appropriate measures to ensure that an SE which fails to regularize its position in under paragraph. 1 is liquidated.

3. Member State [Member State] where the SE's registered office is situated shall establish judicial remedies with respect to any established infringement of Article 7. That remedy shall have suspensory effect on the procedures laid down in paragraph. 1 and 2.

4. If the initiative of either the authorities or any interested party that an SE has its head office in a Member State [Member State] territory in violation of Article 7, the authorities of that Member State [Member State] immediately inform the Member State [EEA -State] which the SE's registered office is located.

Article 65 Without prejudice to provisions of national law requiring additional publication, the initiation and completion of dissolution, liquidation, insolvency or suspension of payments and a decision to continue operating shall be publicized in accordance with Article 13.

Article 66 1. An SE may be converted into a public limited company governed by the law of the Member State [Member State] of the registered office. The No decision on conversion before the expiry of two years from the registration or before the two first annual approved.
2. The conversion of an SE into a public limited company shall not cause the dissolution of the Company or to the formation of a new legal person.

3. SE's management or administrative organ shall draw up transformation plan and a report explaining and justifying the legal and economic aspects of the conversion and explaining the implications for the shareholders and employees of the company converted to a public limited company.

4. The conversion shall be publicized in the manner laid down in each Member State [Member State] laws in accordance with Article 3 of Directive 68/151 / EEC at least one month before the general meeting called upon to decide on conversion.

5. Before the general meeting referred to in paragraph. 6, one or more independent experts appointed or approved, in accordance with the national provisions adopted in implementation of Article 10 of Directive 78/855 / EEC, by a judicial or administrative authority in the Member State [Member State] which the SE being converted into a public limited company, is subject, shall certify that the company has assets at least equivalent to its capital.


6. The general meeting of the SE shall approve the draft terms of conversion together with the public limited company's bylaws. General Assembly decision shall be taken as laid down in the provisions of national law adopted in implementation of Article 7 of Directive 78/855 / EEC.

Title VI. Additional and transitional provisions

Article 67 1. If and so long as the third phase of Economic and Monetary Union (EMU) does not apply to a Member [State], the state can subjugate SEs with registered offices within its territory the same provisions as applicable to public limited liability companies covered by its legislation with regard to how their capital is expressed. An SE may, in any case, express its capital in euro. In such cases, the conversion rate between the national currency and the euro be heading on the last day of the month preceding that of the formation of the SE.
2. If and so long as the third phase of EMU does not apply to the Member State [Member State] where an SE has its registered office, the SE may, however, prepare and publish its annual and, where appropriate, consolidated accounts in euros. Member State [Member State] may require that the SE's annual and, where appropriate, consolidated accounts be prepared and published in the national currency under the same conditions as those laid down for public limited companies in Member State [Member State] laws. This is without prejudice to the additional possibility for an SE of publishing its annual and, where appropriate, consolidated accounts in euro in accordance with Directive 90/604 / EEC.

Title VII. FINAL PROVISIONS

Article 68 1. Member States [Member States] shall take all appropriate measures to ensure effective implementation of this Regulation.
2. Each Member [State] shall designate the competent authorities under Article 8, 25, 26, 54, 55 and 64. It shall inform the Commission and the other Member States [Member States] thereof.

Article 69 No later than five years after this Regulation has entered into force, the Commission shall transmit to the Council and the European Parliament a report on the application of the Regulation and proposals for amendments. The report should examine in particular:
a)
about allowing the location of an SE's head office and registered office in different Member States [Member States]

B)
concept of merger in Article 17. 2 should be expanded to include other types of merger than those referred to in Article 3. 1 and Article 4. 1 of Directive 78/855 / EEC | ||
C)
about the jurisdiction clause in Article 8. 16 should be revised in the light of any provision included in the Brussels Convention of 1968 or in a text to replace such Convention and that Member States [Member States] or Council possibly adopt,

D)
allowing for a Member [State] legislation which it adopts in accordance with the authority granted by this Regulation or to ensure the effective application of this Regulation provides that an SE takes into provisions in the statutes that deviate from or complement this legislation, even though such provisions would not be authorized in the statutes of a public limited company with its registered office in a member state [member state].

Article 70 This Regulation shall enter into force on 8 October 2004. This Regulation shall be binding in its entirety and directly applicable in all Member States [Member States].
Done at Luxembourg, 8 October 2001.

Appendix I. Public Limited mentioned in Article 2. 1

BELGIUM:
la société anonyme / de naamloze vennootschap
DENMARK:
Aktieselskab
GERMANY:
die Aktiengesellschaft
GREECE:
/ * Greek marks omitted, see EEA addin no. 23/2003 / s. 465.
SPAIN:
la sociedad ANÓNIMA
FRANCE:
la société anonyme
IRELAND:
public companies limited by shares
public companies limited by guarantee having a share capital | || ITALY:
società per AZIONI
LUXEMBOURG:
la société anonyme
NETHERLANDS:
de naamloze vennootschap
AUSTRIA:
die Aktiengesellschaft
PORTUGAL:
a Sociedade ANÓNIMA the responsabilidade limitada
FINLAND:
julkinen Osakeyhtiö / publikt aktiebolag
SWEDEN:
publikt aktiebolag
UNITED KINGDOM:
public companies limited by shares
public companies limited by guarantee having a share capital
Added to Annex I of the EEA agreement Annex XXII no. 10a:

-
Island:

Hlutafèlag

-
Lichtenstein:

Die Aktiengesellschaft
die Kommandanditaktiengesellschaft

-
Norway:

Public limited

Appendix II. Public limited companies and private limited companies mentioned in Article 2. 2

BELGIUM:
la société anonyme / de naamloze vennootschap,

La société privée à responsabilité limitée / besloten vennootschap met beperkte aansprakelijkheid
DENMARK:
Aktieselskab,

anpartselskaber GERMANY:
die Aktiengesellschaft,
die Gesellschaft mit beschränkter Haftung || | GREECE:
/ * Greek marks omitted, see EEA supplement no. 23/2003 / p. 466.
SPAIN:
la sociedad ANÓNIMA,
la sociedad de responsabilidad limitada
FRANCE:
la société anonyme,
la société à responsabilité limitée
IRELAND:
public companies limited by shares,
public companies limited by guarantee having a share capital,
private companies limited by shares,
private companies limited by guarantee having a share capital,
ITALY:
società per AZIONI,
società a RESPONSABILITA limitata
LUXEMBOURG:
la société anonyme,
la société à responsabilité limitée
NETHERLANDS:
de naamloze vennootschap,
the besloten vennootschap met beperkte aansprakelijkheid
AUSTRIA:
die Aktiengesellschaft,
die Gesellschaft mit beschränkter Haftung
PORTUGAL:
a Sociedade ANÓNIMA the responsabilidade limitada,
a Sociedade por quotas de responsabilidade limitada,
FINLAND :
Osakeyhtiö
aktiebolag
SWEDEN:
aktiebolag
UNITED KINGDOM:
public companies limited by shares,
public companies limited by guarantee having a share capital,
private companies limited by shares,
private companies limited by guarantee having a share capital
Added to Annex II of the EEA agreement Annex XXII no. 10a:

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Island:


Hlutafèlag Eikahlutafèlag

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Lichtenstein:

Die Aktiengesellschaft
die Kommandanditaktiengesellschaft
die Gesellschaft mit beschränkter Haftung

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Norway:

Public limited
Corporation