European Regulatory/UK Regulatory
Alert
21 April 2010
Authors:
Scott Megregian
scott.megregian@klgates.com
+44.(0)20.7360.8110
Vanessa Edwards
vanessa.edwards@klgates.com
+44.(0)20.7360.8293
Raminta Dereskeviciute
raminta.dereskeviciute@klgates.com
+44.(0)20.7360.8264
K&L Gates includes lawyers practicing out
of 36 offices located in North America,
Europe, Asia and the Middle East, and
represents numerous GLOBAL 500,
FORTUNE 100, and FTSE 100
corporations, in addition to growth and
middle market companies, entrepreneurs,
capital market participants and public
sector entities. For more information,
visit www.klgates.com.
ECHA Implements Procedures for Changing
ORs on REACH-IT and Reverses Policy on
Asset Sales
Following a recent launch of the new REACH-IT version, ECHA has published a
User Manual on Legal Entity Change and a Practical Guide on how to report
changes in identity of legal entities for companies that have submitted preregistrations, registrations or inquiries under REACH.
The User Manual outlines the duties of the companies depending on whether they
(i) change their name or (ii) change their legal personalities (e.g. through
mergers/acquisitions). The Practical Guide addresses a number of different basic
scenarios which require the company to report changes of a company's name
and/or legal personality to ECHA via REACH-IT. The Guide also clarifies whether
and, if so, how the existing (pre)registration can be transferred to another legal
entity in the event of restructuring or sale.
The Manual and the Guide explain that a change of OR is now possible under
REACH-IT. However, the new OR will need to submit evidence that it has been
appointed by the non-EU manufacturer as an OR and provide confirmation from
the previous OR that it agreed to such a change.
A change of company's name only requires an update in the company's data in
REACH-IT and does not require any payments to ECHA.
Changes in legal personality will have the following implications for legal
entities:
•
entities will have to update their data on REACH-IT to reflect the changes;
•
evidence will have to be provided illustrating the change (for example asset
sales agreement);
•
payment of the relevant fee to ECHA by the legal successor, new owner or
new Only Representative ("OR") will be required;
•
a late pre-registration might still be required for companies which cannot
"inherit" the existing (pre)registration in accordance with the new guidance.
ECHA considers that there is a change of legal personality in situations such as:
•
mergers by absorption;
•
asset sales;
•
company restructuring; and
•
change of OR.
European Regulatory/UK Regulatory Alert
Companies should be particularly aware that
in the Practical Guide ECHA has reversed its
policy on the treatment of asset sales. ECHA
has now decided to accept that registrations may
be transferred from one legal entity to another
legal entity following an asset transfer. However,
a single registration cannot be split and sold as
part of partial sale or reorganization.
ECHA urges (pre)registrants to communicate
any update of their legal entity even if the
information has already been provided
informally to ECHA prior to the release of this
new REACH-IT version.
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San Diego San Francisco Seattle Shanghai Singapore Spokane/Coeur d’Alene Taipei Tokyo Warsaw Washington, D.C.
K&L Gates includes lawyers practicing out of 36 offices located in North America, Europe, Asia and the Middle East, and represents numerous
GLOBAL 500, FORTUNE 100, and FTSE 100 corporations, in addition to growth and middle market companies, entrepreneurs, capital market
participants and public sector entities. For more information, visit www.klgates.com.
K&L Gates is comprised of multiple affiliated entities: a limited liability partnership with the full name K&L Gates LLP qualified in Delaware and
maintaining offices throughout the United States, in Berlin and Frankfurt, Germany, in Beijing (K&L Gates LLP Beijing Representative Office),
in Dubai, U.A.E., in Shanghai (K&L Gates LLP Shanghai Representative Office), in Tokyo, and in Singapore; a limited liability partnership (also
named K&L Gates LLP) incorporated in England and maintaining offices in London and Paris; a Taiwan general partnership (K&L Gates)
maintaining an office in Taipei; a Hong Kong general partnership (K&L Gates, Solicitors) maintaining an office in Hong Kong; a Polish limited
partnership (K&L Gates Jamka sp. k.) maintaining an office in Warsaw; and a Delaware limited liability company (K&L Gates Holdings, LLC)
maintaining an office in Moscow. K&L Gates maintains appropriate registrations in the jurisdictions in which its offices are located. A list of the
partners or members in each entity is available for inspection at any K&L Gates office.
This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied
upon in regard to any particular facts or circumstances without first consulting a lawyer.
©2010 K&L Gates LLP. All Rights Reserved.
21 April 2010
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