Establishment of European Society

Establishment of European Society in Romania

Law Office Alina Szilaghi offers full assistance and representation services in setting up a European society in Romania.

Establishment of European Society

A European Company (also known as Societas Europaea – SE) is a type of limited liability company operating under European Union law in order to make it easier for you to pursue your business if you want to do so in several EU countries.

Given that a European company is the best way to operate in more than one EU country, any such company must be created in accordance with the legislation of one of the EU countries and have a branch or subsidiary in other EU countries to their registered office and headquarters in the EU to be governed by the laws of at least two different EU countries. It is mandatory for the head office and central office to be in the same country, while some Member States may require that they are registered at the same address. In addition, there must be a subscribed share capital of at least € 120,000 that must be divided into shares.

Before starting any procedure, the management of the company must reach an agreement with your employees as to how they will be involved in overseeing the company’s business.

There are four ways to set up a European society.

If you have one or more joint stock companies, you can opt for a merger to form a European company. However, at least two companies must be from different EU countries.

Another way to form a European society offered exclusively to limited liability companies, is to transform a joint stock company into a European company. The requirement to be fulfilled is that the company has had a subsidiary in another EU country for at least two years.

Another way is to set up a holding company by joint stock companies and limited liability companies if at least two of the participating companies have their seat in different EU countries or have a subsidiary or branch in another EU country for at least two years.

Other legal entities may form a subsidiary of European society. The requirements for such training are the same as for the formation of a European holding company.

Moreover, a European company may decide to set up one or more subsidiaries that are also European companies.

The registration of a European company and the transfer of the company’s registered office must be published in the Official Journal of the European Union.

You can choose one of the following structures in which your company can operate: monist system – the company’s leadership consists of an administrative body that must meet at least every three months and holds a president appointed from among its members or the dualist system – the leadership society is represented by a governing body and a control body; however, a person may not be a member of both organs and the management body must report to the supervisory authority at least once every three months and transmit important information.

The establishment of European society has the following advantages:

Liquidation, insolvency proceedings and bankruptcy proceedings are governed by the law of the country where the European company is registered so that you can choose any country that meets your procedural or financial expectations. This is a less costly and easy way to manage your business in several EU countries.

You can also transfer your registered office to any EU country without having to dissolve the company and create a new company by drafting a transfer proposal and publishing it in the Official Journal of the European Union.

Based on the lawyer’s mandate, we will file the file with the Trade Registry, we will represent you in front of the Delegated Judge and we will hand over your company’s registration certificate within 4 days of filing the application for registration of the company.

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