European companies—winding up, liquidation, insolvency and conversion to PLC
European companies—winding up, liquidation, insolvency and conversion to PLC

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • European companies—winding up, liquidation, insolvency and conversion to PLC
  • Winding up, liquidation, insolvency and cessation of payments
  • Liquidation for failure to comply with Article 7
  • Conversion of an SE into a PLC
  • Europe-wide provisions for conversion of an SE to a PLC
  • Conversion of a UK SE to a UK PLC

The availability of the Societas Europaea (SE) in the UK has been significantly impacted by Brexit. Any SE still registered in the UK at the end of transition period automatically converted into a UK Societas within the meaning of Council Regulation 2157/2001/EC of 8 October 2001 on the Statute of a European Company (see The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018, SI 2018/1298). It can remain as a UK Societas, be wound up or converted to a UK public company. UK branches of SEs registered in an EU member state must comply with the Overseas Company Regulations from 1 January 2021. For further details see Practice Note: UK Societas.

This Practice Note summarises the statutory provisions within Europe (the Council Regulation on the Statute for a European Company (SE Regulation) and the UK (the European Public Limited Liability Company Regulations 2004 (UK SE Regulations) which apply in connection with:

  1. the winding up, liquidation, insolvency and cessation of payments of an SE, and

  2. the conversion of an SE to a UK PLC

For further information on SEs, see Practice Notes: European companies—an introduction, European companies—formation and European companies—alteration of registered particulars, ongoing administration and transfer of registered office.

Winding up, liquidation, insolvency and cessation of payments

In relation to winding up, liquidation, insolvency, cessation of payments and other procedures, an SE is governed by the same legal

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