The European Union adopted the Council Regulation on the Statute for European Company in October 8, 2001. It regulates European Public Companies, and it also contains a statute for European Cooperative Societies. Known as Societas Europeas (European Company), they can be registered in any member state of the European Union, and it can also be transferred to another member. SEs are registered on the national register of where its head office is located. Each registration is published in the Official Journal of the European Union.
European Union member states have different laws, meaning companies have to comply with different regulation systems, and company mergers from different states turns complex and difficult.
SEs can be formed the following ways:
- By merger of national companies from different member states
- By the creation of a joint venture between companies (or other entities) in different member states
- By the creation of a Societas Europeas subsidiary of a national company
- By the conversion of a national company into an SE
Its minimum subscribed capital is 120,000.
It is located where it has its central administration, or its true center of operations. It may transfer its registered office, within the Community, without dissolving the company in one Member State in order to form a new one in another Member State, however, this transfer requires inter alia, a transfer proposal, report that justifies the legal and economic aspects of the transfer, and the issuing of a certificate attesting to the completion of the required acts and formalities by the competent authority in the member state in which the SE is registered.
The Statutes of the SE provide as governing bodies the general meeting of shareholders and a management board and a supervisory board (two-tier system) or an administrative board (single tier system). In the two-tier system the supervisory board appoints the management board, which represents the company in dealings with third parties and in legal proceedings. Only the supervisory board can appoint and remove members of the management board. The SE under the single-tier system, it is managed by the administrative board, which deals with third parties, legal proceedings and represents the company.
SE is treated the same as a multinational, it is subject to the tax regime of the national legislation applicable to the company and its subsidiaries. SE are subject to taxes and charges in all Member States where their administrative centers are situated.
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