UK Societas

A UK Societas is a European public limited liability company (Societas Europaea) which was converted to a UK Societas from 1 January 2021 (end of the Brexit transition).

A UK Societas is treated like a public limited company (PLC) and is formed in accordance with UK law. UK national laws that apply to public limited companies also apply, in many respects, to UK Societates registered in the UK.

Structure of a UK Societas

A UK Societas retains the legal personality it had when it was a Societas Europaea (SE). It has a registered office and its head office in the UK. The registered office and the head office do not need to be at the same address.

A UK Societas must have share capital and shareholders whose liability is limited in a similar manner to a PLC. As with a PLC, a UK Societas may denominate its share capital in any currency it chooses provided that at least £50,000 is denominated in Sterling or €57,100 is denominated in Euros.

Regardless of the currency in which it is expressed, a UK Societas is required to have a minimum amount of subscribed share capital equivalent to at least €120,000.

Share capital of a UK Societas

As with a PLC, a UK Societas may only allot shares which are paid up to at least a quarter of their nominal value and the whole of any premium (except as part of an employees’ share scheme).

It does not need to file a form SH50 or obtain a certificate to commence business and borrow.

In general, the same rules apply to the maintenance of share capital, allotment, restructuring, etc. as those that apply to PLCs.

For information see our Life of a Company guidance.

Managing a UK Societas

There are 2 different systems for the structure of managing and controlling a UK Societas. The UK Societas’s statutes may, therefore, require either a one-tier or two-tier system of administration.

In a one-tier system, management is undertaken by an ‘administrative organ’.

In a two-tier system, management is undertaken by a ‘management organ’ and a separate ‘supervisory organ’ supervises the work of the management organ.

See Administration and management.

Formation

A UK Societas is a European public limited liability company (Societas Europaea) which was converted to a UK Societas from 1 January 2021 (end of the Brexit transition).

Converting to PLC

A UK Societas may convert to a PLC.

For a UK Societas there’s no minimum period before a decision can be made on conversion. Previously under the SE framework there was a requirement for 2 years to have elapsed since its registration, or the first 2 sets of annual accounts to have been approved before a decision on conversion could be taken.

Conversion process

The management or administrative organ of the UK Societas must draw up draft terms of conversion along with an explanatory report and present them for approval to a general meeting of shareholders.

The explanatory report must explain and justify the legal and economic aspects of the conversion and indicate the implications of the adoption of the public limited liability company for the shareholders and for the employees. To be approved, three quarters of the votes cast must be in favour.

The forms you need to complete and file with us are:

• Notification of Draft Terms of Conversion of UK Societas to PLC – form SE DT03
• Conversion of UK Societas to PLC – form SE CV01

The registration fee is £20.

Statutes

Certain matters concerning the management and administration of the UK Societas must be laid out in the statutes.

The statutes can normally only be changed by a decision of the shareholders, in a general meeting. To be approved, 3 quarters of the votes cast must be in favour.

If the statutes conflict with the arrangements made for employee involvement, they may be amended by the management or administrative organ without a decision of shareholders but only to the extent needed to resolve the conflict.

You must send amendments to the statutes to us within 14 days of the adoption of the amendment by filing a form SE AS01.

Transferring registration

A UK Societas cannot be transferred outside of the UK.

SEs that are registered in an EU Member State that have a branch in the UK must comply with the Overseas Companies Regulations 2009. This means that they should register the branch with us and are subject to various filing requirements.

To register a UK branch of an SE registered in an EU Member State, see the Overseas companies guidance.

UK branches of SEs registered in an EU Member State have a total of 3 months to register and provide the necessary filings.

Names

A UK Societas can change its registered name. There are some restrictions on the choice of name, which are similar to the controls applied to other companies registered in the UK.

Company type designators

The name of a UK Societas must be preceded or followed by the term UK Societas.

Use of the term ‘UK Societas’ at the beginning or end of the name designates that it’s a UK Societas. It must be in the exact form – UK Societas.

For example, it will not be acceptable to use UKS as the designator at the beginning or end of the name. But these would be acceptable if they appeared within the name (not as the company type designator).

Other company type designators cannot be used by a UK Societas. This means that a UK Societas may not include anywhere in its name any of the following:

• limited, unlimited, public limited company, their Welsh equivalents or any abbreviation of those words or expressions
• investment company with variable capital or open-ended investment company or their Welsh equivalents
• limited liability partnership or its Welsh equivalent

‘Same as’ names

As with other companies, a UK Societas cannot register a change of name which is the same as a name already on our Index of company names.

If a proposed name and an existing company name differ only by a few minor elements which the law requires us to disregard, it’s the ‘same as’. Examples of what we would disregard are:

• name endings such as limited, unlimited, public limited company (including their abbreviations)
• words and expressions such as biz, co, co uk, co.uk, com, company, UK, United Kingdom, Wales, Cymru, net, GB, Great Britain, org.uk, services, international
• plurals, ‘s’ at the end of a word and blank spaces between words, characters or expressions
• punctuation including a full stop, comma, colon, semi colon, hyphen, apostrophe, exclamation or question mark
• permitted characters “*”, “=”, “#”, “%” and “+” if they are used as one of the first 3 characters in a name
• words, characters and expressions which sound and mean the same such as “and” and “&”, “plus” and “+”, “1” and “one”, “6” and “six”, “€” and “euro”, “$” and “dollar”, “%” and “percent”, “@” and “at”

The ‘same as’ rules are included in The Company and Business Names (Miscellaneous Provisions) Regulations 2009 (SI2009/1085).

Read the company and business names guidance before you apply to register your chosen name.

Exceptions to same name rules

We will register a ‘same as’ name if the new company and the existing company will be part of the same group, provided the existing company gives its consent to the other company adopting the ‘same as’ name.

The application for the proposed name must include a copy of a statement in which the existing company consents to the other company adopting the proposed name and confirms it will be part of the same group.

Offensive names

We may refuse any proposed change to the name of a UK Societas if it’s offensive or if its use would be a criminal offence.

Sensitive words

Some names need the approval of the Secretary of State for Business, Energy and Industrial Strategy before they can be registered.

These are names that suggest a connection with Her Majesty’s Government, a devolved administration, a local authority or a specified public authority and names that include words or expressions that have been prescribed by regulations and require approval.

A full list of sensitive words can be found in our Incorporation and names guidance.

Other considerations

Although the change to the name of a UK Societas may be sufficiently distinctive to allow it to be included on the register, the name may be so alike an existing company name that it may cause confusion between the 2, and result in an objection being made by the older company.

This is called ‘too like’ and if an objection is upheld, the Secretary of State may direct the company to change its name.

When considering whether one company name is ‘too like’ an existing company name, we only consider the visible appearance or sound of the 2 names.

We do not take into account external factors such as geographic location, trading activities or share ownership nor do we take account of a name or part of a name that is a registered trade mark.

Normally, if the names differ by only a few characters or minor differences they are likely to be ‘too like’. If the names differ by one or more longer, descriptive words, they are unlikely to be ‘too like’.

Objections on grounds of ‘too like’ can be made within 12 months of a company’s registration.

To avoid the possibility of having to change your name after registration, check the Index of company names.

If you’re not sure, contact us.

Names of bodies other than UK Societates

Other bodies cannot use the abbreviation UK Societas in their name (including their corporate name or business name) unless they were already using the abbreviation in their name before 8 October 2004.

Bodies other than UK Societates include companies, firms, and other legal entities registered in the UK.

Administration and management

A UK Societas may operate under either a one-tier or two-tier system of administration, as laid down in its statutes.

One-tier system

In this system, an ‘administrative organ’ manages the UK Societas. The administrative organ must meet at least once every 3 months. A chairman must be appointed from amongst its members.

The number of members of the administrative organ or the rules for determining it must be laid down in the UK Societas’s statutes.

However, the UK Societas must have at least 2 members (unless employee participation is regulated in accordance with Directive 2001/86/EC as amended by the European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 with regard to the involvement of employees, in which case the minimum number of members is 3). There is no upper limit on the number of members.

Two-tier system

In this system a ‘management organ’ manages the UK Societas and a separate ‘supervisory organ’ supervises the work of the management organ. In general, no person may be a member of both.

The supervisory organ may not exercise management powers. It must appoint a chairman from amongst its members. Members of the management organ may be appointed by the supervisory organ. The management organ must report to the supervisory organ at least every 3 months.

The number of members of each organ or the rules for determining it must be laid down in the UK Societas’s statutes. However, both the management and supervisory organs must have at least 2 members. There is no upper limit on the number of members of either organ.

Period of appointment to a UK Societas’s organs

The period of appointment must be laid down in the UK Societas’s statutes but cannot be for a period of more than 6 years. However, members may be reappointed for one or more further periods of office, subject to any restrictions imposed by the UK Societas’s statutes.

Members of a UK Societas

As well as natural persons, the statutes may allow members of the UK Societas’s organs to be companies or other legal entities but, in this case, a natural person must be designated to exercise the functions of the organ. Persons disqualified from taking part in the management of a public limited company are, likewise, not permitted to take part in the management of an UK Societas.

Details of the members of its organs

In the same way that a PLC must register its director’s details, a UK Societas must register the members of its organs.

For members of an administrative organ or a management organ, you must complete the same forms as for a PLC. These are:

• appointments – form AP01 or form AP02
• resignations – form TM01
• change of personal details – form CH01 or form CH02

For members of a supervisory organ, you must complete these forms:

• appointments – form SE AP01 or form SE AP02
• resignations – form SE TM01
• change of particulars of a member – form SE CH01 or form SE CH02

Shareholders

A general meeting of a UK Societas’s shareholders must be held, at least once in each calendar year, within 6 months of the end of the company’s financial year.

General meetings may be convened at any time by the administrative organ, management organ or supervisory organ. Shareholders holding at least 10% of the UK Societas’s subscribed capital (or some lesser percentage, if this is set down in the statutes) may request that the UK Societas convene a general meeting, stating in the request the items to be put on the agenda.

Shareholders holding at least 5% of the UK Societas’s subscribed share capital may request that additional items be placed on the agenda of a general meeting.

If the UK Societas fails to convene a general meeting as required by law or as requested by shareholders, the Secretary of State may convene one.

Accounts

The accounting requirements that apply to a UK Societas are the same as those that apply to a PLC. See our company accounts guidance.

The accounts of a UK Societas can be prepared in any currency, including Euros.

For a UK Societas which has transferred its registered office to the UK – see our guidance on how the accounting reference date is determined.

Confirmation statements

A UK Societas must file a confirmation statement. The same requirements apply to a UK Societas as to a PLC.

See our confirmation statement guidance.

Change of registered office

You must register a change of registered office on form AD01 within 14 days of the change.

Other information

In matters not covered by the Regulation or the Statutory Instrument, a UK Societas registered in the UK must send us the same forms or documents as a PLC.

These include:

• copies of certain resolutions
• the location of certain statutory registers if not kept at the registered office address
• a change of accounting reference date
• changes made to the share capital (e.g. increases to the share capital, allotment of shares, changes to the share capital structure or class rights)
• prospectuses and listing particulars
• details of mortgages and charges created by the UK Societas

From 30 June 2016 a UK Societas will need to provide information contained in its register of people with significant control (PSC) in the same way as any other UK company.

See the PSC guidance for more information about PSC requirements.

Winding up

The winding up, liquidation, insolvency, cessation of payment and similar procedures that apply to a PLC also apply to a UK Societas.

For more information see our guidance on:

• Liquidation and insolvency
• Liquidation and insolvency: companies in Scotland
• Liquidation and insolvency: companies in Northern Ireland

You must also notify us of any initiation and termination of any of the above procedures or, any decision to continue operating by filing a form SE WU01.

Relevant legislation

You can find the relevant legislation relating to UK Societas in the:

• Council Regulation (EC) No 2001/2157 on the Statute for a European Company (the ‘Regulation’)
• The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (Statutory Instrument 2018/1298)
• The European Economic Interest Grouping and European Public Limited Company (Amendment) Regulations 2014 (Statutory Instrument 2014/2382)
• The European Public Limited-Liability Company (Amendment) Regulations 2009 (Statutory Instrument No.2009/2400)
• European Public Limited-Liability Company Regulations 2004 (Statutory Instrument No. 2004/2326)
• Council Directive 2001/86/EC supplementing the Statute for a European Company with regard to the involvement of employees (the ‘Directive’)