Introduction

1. The Regulation and the Directive have been implemented in Great Britain partly by means of a new statutory instrument, the European Public Limited- Liability Company Regulations 2004 (the ‘ECRs’). The ECRs are supplemented by the law applicable to public limited companies, found mainly in the Companies Act 1985 (‘CA’), together with the Insolvency Act 1986 (‘IA’) and the common law.

This report focuses on implementation of the Regulation and transposition of the Directive in Great Britain, and in particular on the options provided in the Regulation which Great Britain has chosen to adopt. It should be noted that the ECRs and the CA apply only in Great Britain, while a separate consultation process has been carried out in Northern Ireland.

References to ‘Britain’ in this report should be deemed to refer to ‘Great Britain’, which comprises England and Wales and the separate jurisdiction of Scotland.

Formation

General remarks

Founding parties

2. British law defers to the provisions of the Regulation with respect to the requirements with which an SEapos;s founders must comply.

3. Britain has chosen to allow a company whose head office is not in a Member State to participate in the formation of an SE if that company's registered office is located in a Member State and the company has a real and continuous link with the economy of a Member State (Art. 2(5) Reg.).