European company (SE)

A European company (Societas Europaea — SE) is a public limited-liability company that operates under European Union law, designed to make it easier to do business in several EU countries.

An SE must be set up under the law of an EU member state and have a branch or subsidiary in another EU country than the one where its registered office and head office are, so that it is governed by the laws of at least two EU countries. The registered office and head office must be in the same country, and some member states require them to be at the same address. It must have subscribed capital of at least €120,000, divided into shares.

Before any procedure starts, management must reach an agreement with employees on how they will be involved in supervising the company’s activity.

There are four ways to form a European company.

If you have one or more public limited companies, you can form an SE by merger, provided at least two of the companies are from different EU countries.

A public limited company can convert into an SE, provided it has had a subsidiary in another EU country for at least two years.

Public and private limited companies can form a holding SE, if at least two of them are based in different EU countries or have had a subsidiary or branch in another EU country for at least two years.

Other legal entities can form an SE subsidiary, under the same requirements as for a holding SE.

An SE may also set up one or more subsidiaries that are themselves European companies.

The registration of an SE and the transfer of its registered office must be published in the Official Journal of the European Union.

You can choose between two management structures: a one-tier system, with an administrative board that meets at least every three months and elects a chair from among its members, or a two-tier system, with a management board and a supervisory board; no one can sit on both, and the management board must report to the supervisory board at least every three months.

Advantages of a European company

Liquidation, insolvency and bankruptcy are governed by the law of the country where the SE is registered, so you can choose a country that suits your procedural or financial expectations. It is a less costly and simpler way to run a business across several EU countries.

You can also move the registered office to any other EU country without dissolving the company and creating a new one, by drawing up a transfer proposal and publishing it in the Official Journal of the European Union.

On the basis of the lawyer’s power of attorney, we file the application with the Trade Register, represent you before the registration judge and hand you the registration certificate as soon as possible after filing.