This document is an excerpt from the EUR-Lex website
Statute for a European Company
Statute for a European Company
Statute for a European Company
Regulation (EC) No 2157/2001 on the Statute for a European Company
Regulation (EC) No 2157/2001
Combined application of the SE regulation and national law
An SE with its registered office in an EU country is governed:
Rules for establishing an SE
An SE is established with at least 2 companies originating in different EEA countries, which means that it can only be created from an existing base. It must have a minimum capital of €120,000 and can be created in the following ways.
Type of constitution |
Type of company |
Criteria to be met |
Merger (to establish an SE) |
Public limited-liability companies |
At least 2 of the companies must originate in different EEA countries |
Establishment of a European holding company |
Public or private limited-liability companies |
At least 2 of the companies must originate in different EEA 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, firms or other legal entities |
At least 2 of the entities must originate in different EEA countries or must have had a subsidiary or branch in another EU country for at least 2 years |
Conversion |
Public limited-liability companies |
The company must have had a subsidiary in another EEA country for at least 2 years |
An SE:
The registration and completion of liquidation of an SE is published for information in the Official Journal of the European Union.
2 possible organisation structures
The SE’s statutes can relate to 2 different organisational systems:
Lack of tax harmonisation
The SEs are subject to taxes and charges in all EEA countries according to rules applicable in those countries.
Amending Regulation (EU) 2020/699 introduces a temporary exception to the rules governing SEs (and European cooperative societies (SCEs), created under Regulation (EC) No 1435/2003). Since COVID-19 confinement and social-distancing measures make it difficult for SEs and SCEs to organise their general meetings within 6 months of the end of their financial year, as is legally required, this temporary measure allows SEs and SCEs to hold their general meetings within 12 months of the end of the financial year, but no later than 31 December 2020.
Directive 2001/86/EC
Employee involvement in the SE
For more information, see:
Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (OJ L 294, 10.11.2001, pp. 1-21)
Successive amendments to Regulation (EC) No 2157/2001 have been incorporated into the original text. This consolidated version is of documentary value only.
Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees (OJ L 294, 10.11.2001, pp. 22-32)
Council Regulation (EU) 2020/699 of 25 May 2020 on temporary measures concerning the general meetings of European companies (SEs) and of European cooperative societies (SCEs) (OJ L 165, 27.5.2020, pp. 25-26)
Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) (OJ L 207, 18.8.2003, pp. 1-24)
See consolidated version.
Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employees (OJ L 207, 18.8.2003, pp. 25-36)
last update 28.09.2020