Frequently Asked Questions
What are the features of European companies (SE)?
Its legal form is a public limited-liability company
• A SE has legal personality
• Its capital, which is minimum 120 000euros, must be divided into shares
• Its registered and head officemust be in the same country
• Procedures of winding-up, liquidation and insolvency are governed by the laws of that country
It’s important to note however that the requirements may vary between countries (some may have higher capital requirements for instance)
How can a SE be established?
All SE are companies set up under the law of a Member State, with registered offices and head offices within the European Union. There are four possibilities to set up a SE:
• Mergerfor public limited companies from at least 2 different EU countries
• Forming a holding company for public and private limited companieswith registered offices in different EU countries or which have had subsidiaries in EU countries other than the country where they are registered for at least 2 years
• Joint subsidiary (same conditions as for the holding company)
• Simple conversionfrom a public limited company if it has a registered office in one EU country and has had a subsidiary in a different EU country for at least 2 years
In addition, a Member State can allow a company the head office of which is not in the EU to participate in the formation of an SE provided that company is formed under the law of a Member State, has its registered office in that Member State and has a real and continuous link with a Member State’s economy.
What are the advantages of setting up a SE?
There are several reasons to consider setting up a SE:
• It is a simpler and cheaper way to run businessacross more than one EU country and to regroup an undertaking’s activities under a single European label
• It favours greater mobility on the single market. For instance, the registered office can be transferred to another EU country without dissolving the company;
• It provides a framework for cross-border operations.For example, the business can be run without setting up a network of subsidiaries.
How can a SE transfer its registered office to another EU country?
The Company must give 2 month’s public notice of its intention to transfer
• The decision to transfer the seat needs shareholders’ approval
• The relevant authorities must be satisfied that all formalities have been accomplished
• The SE cannot be subject to proceedings such as winding up, liquidation, insolvency or suspension of payments
What is understood by “involvement of employees”?
The employee involvement means any mechanism through which employees may exercise an influence on decisions to be taken within a SE. Such mechanisms entitle employees’ representatives to:
• be informed and consulted
• participate in the running of the company by having:
– the right to elect or appoint some of the members of the SE’s supervisory or administrative body, or
– the right to recommend and/or oppose the appointment of some or all of the members of the SE’s supervisory or administrative body.
The employees’ representatives must be provided with office space and financial support so they can perform their tasks.
How is the employee involvement in a SE decided upon in practice?
To register a SE, an agreement must be reached with the employees on how they will be involved in supervising the SE’s activities.
• The rules on employee involvement are set out in an agreement negotiated between the management of the companies establishing a SE and the representatives of these companies’ employees.
• A “special negotiating body”, which represents the employees of the companies concerned, needs to be created for the purpose of these negotiations. Its members are elected or appointed in proportion to the number of employees employed by these companies in each Member State.
• If no agreement has been reached within a six-month period (which can be extended to up to 12 months), a set of standard rules will apply regarding the employee involvement. The standard rules will not apply if the employees’ representatives decide:
– not to open negotiations or to terminate the on-going ones; and
– to simply rely on the rules for information and consultation of employees in force in the Member States where the SE has employees.