Help Print this page 
Title and reference
Statute for a European Company

Summaries of EU legislation: direct access to the main summaries page.
Multilingual display
Text

Statute for a European Company

The European company (SE) is a legal structure that allows a company to operate in different European Union (EU) countries under a single statute, as defined by the law of the Union and common to all EU countries.

ACT

Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE).

Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees.

SUMMARY

The Statute for a European Company was adopted in 2001 and entered into force in 2004, some 30 years after it was first proposed to the Commission. Regulation (EC) No 2157/2001 instigating it (the SE regulation) was supplemented by Directive No 2001/86/EC (the SE directive) establishing the rules with regard to the involvement of employees in the SE, thereby recognising their place and role in the business.

By creating this structure, the EU facilitated the operation of companies wishing to expand their business at the community level.

Combined application of the SE regulation and national law

An SE with its headquarters in an EU country is governed:

  • by the provisions of the regulation; and
  • for those aspects not covered by the regulation, by the national provisions adopted in application of European measures targeting the SE specifically and those applicable to public limited liability companies. As a guide, winding-up, liquidation, insolvency and suspension of payments are in large measure governed by the applicable national law.

Rules for establishing an SE

A European company is established with at least two companies originating in different EU countries, which means especially that it can only be created from an existing base. It must have a minimum capital of €120 000 and it can be created in the following ways.

Type of constitution

Type of company

Criteria to be met

Merger (to establish a European company)

Public limited liability companies

At least two of the companies must originate in different EU countries

Establishment of a European holding company

Public limited liability company or a limited liability company

At least two of the companies must originate in different EU countries or they must have had a subsidiary or branch in another EU country for at least 2 years

Establishment of a European subsidiary

Companies, enterprises or other legal entities

At least two of the companies must originate in different EU countries or they must have had a subsidiary or branch in another EU country for at least 2 years

Conversion

Public limited liability company

The company must have had a subsidiary in another EU country for at least 2 years

In addition, a European company can create one (or more) subsidiaries that are also European companies.

The registered office of the SE must be the place where it has its central administration, that is to say its true centre of operations. The SE may, however, transfer its registered office within the EU without having to dissolve the original company to form a new one.

The registration and completion of liquidation of an SE is published for information in the Official Journal of the European Union.

Two possible organisation structures

The statutes of the European company can relate to two different systems:

  • the two-tier system that provides for a management board and a supervisory board in addition to the general meeting of shareholders; and
  • the single-tier system that provides simply for the general meeting and an administrative board.

Lack of tax harmonisation

The SE are subject to taxes and charges in all EU countries where their administrative centres are situated.

Employee involvement in the SE

No SE may be established without a model of employee involvement being selected by agreement between the management and the employees themselves. This agreement must of necessity include information and consultation procedures and, where appropriate, employee involvement in the management bodies of the SE. This involvement is nevertheless only mandatory if the employees already benefited from it before the creation of the SE.

Where the two parties are unable to reach a satisfactory arrangement, a series of standard principles listed in an annex to the directive then apply.

REFERENCES

Act

Entry into force

Deadline for transposition in the Member States

Official Journal of the European Union

2157/2001

8.10.2004

-

OJ L 294, 10.11.2001

Directive 2001/86/CE

10.11.2001

8.10.2004

OJ L 294, 10.11.2001

Amending act(s)

Entry into force

Deadline for transposition in the Member States

Official Journal of the European Union

885/2004

1.5.2004

-

OJ L 168, 01.5.2004

1791/2006

1.1.2007

-

OJ L 363, 20.12.2006

517/2013

1.7.2013

-

OJ L 158, 10.6.2013

RELATED ACTS

Report of the Commission to the European Parliament and to the Council Application of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (COM(2010) 676 final - Not published in the Official Journal).

Last updated: 30.06.2014

Top