What is a Societas Europaea?
Die Societas Europaea (SE) Is a form of limited liability company, which since 2004 in the EU can be founded. However, it is only possible to set up if the company already exists in a member state of the EU, as they founded only through transformation can be. One Classic start-up is therefore not possible. In addition, only legal entities Create an SE, but not natural persons. So for example AGs, limited liability companies or associations.
Why set up a Societas Europaea?
An SE is suitable if companies Expand into other European countries want. One advantage is the ability to Moving company headquarters to other European countries without having to dissolve the company. However, shareholders must agree to this. This is intended to facilitate mobility in commercial transport. The head office and head office must be located in the same EU country — in some countries even at the same address. that Minimum capital For the foundation, 120,000 euros, although that in stocks is disassembled, but does not have to be traded on a stock exchange.
The national authority shall inform the EU Publishing Office that companies have applied for registration. To do so, they provide the name of the company as well as the place, date and number of the registration. In addition, the seat and area of activity of the SE as well as the place, date and title of its publication.
The minimum capital for a Societas Europaea is higher than when setting up an AG in Germany. It may also be that employees are laid off in order to save personnel costs. The supervisory board of an SE also requires fewer members.
What shape can the SE have?
Two or even more companies from different EU countries can join an SE or European society Merge. In a merger, the companies agree on a registered office that does not necessarily have to be located in one of the two Member States. Die conversion It is only possible to join a European company if the company has had a secondary branch or a subsidiary in another EU state for at least two years. Both apply to joint-stock companies.
One Holding-SE, i.e. a parent company can two companies from two EU countries form or if they have had a subsidiary or branch in another EU country for at least two years. However, this is only possible for AGs and GmbHs.
The formation of a subsidiary On the other hand, it is also possible for companies, companies and legal entities. Here, too, the requirement is that the companies come from different EU countries or have had a subsidiary or secondary branch in another EU country for two years.
Die management Can as dualistic system take place. Then there is a board and the supervisory board. The Supervisory Board elects and controls the Management Board, which general meeting All shareholders make decisions regarding the statute of Societas Europaea and profit distributions.
In monistic system Is corporate management bundled in a body that Board of Directors. This appoints the managing directors. The Board of Directors is divided equally Representatives of workers and employers and is elected by the general meeting of shareholders.
What are the requirements for European companies?
In individual countries, it is possible to have a Merger or transfer for reasons of to contradict public interest, for example in Denmark, Latvia or Spain. stipulations relating insolvency and liquidity depend on the country in which the SE is registered. The requirements for bookkeeping and accounting are also based on the country in which Societas Europaea is registered.
Financial and credit institutions as well as insurance companies must comply with the regulations that apply nationally. In addition, the circumstances and rights for workers Do not deteriorate as a result of a merger or transformation.
