The European Company (SE) (commonly also referred to as “Europa-AG”) is a recent type of legal entity. Since the end of 2004, this type of legal entity has enabled companies from different EEA Member States to form a holding company and to use the same in order to act as a unit in legal terms across the European Union. As a result, it is not necessary to form a separate company for each country. This enables international groups of companies to streamline their structures and to save costs.
The European Company can be formed by already existing companies only whose registered offices must be located in different States of the European Economic Area. The registered office of the European Company, i.e. the registered office laid down in the company’s articles of incorporation, must be located in the Member State where the head office is located. The company’s registered office as laid down in the articles of association can be moved to another Member State at any time. For this purpose, it is not necessary to dissolve the company or form a new company. Thanks to the European Company, an established enterprise can choose a more attractive company law or tax law.
Articles of association and corporate bodies
European Companies must draw up articles of associations which then have priority over national laws (if any). Besides the general meeting of shareholders, the articles of association of a European Company can provide for a board of directors or a management body and supervisory body.
A European Company must include the addition “SE” in its corporate name.
The capital of a European Company must amount to at least 120,000.00 euros, but it can also be denominated in francs or US dollars.
The founders of a European Company can be only companies limited by shares, already existing European Companies or, with restrictions, companies with limited liability or other companies. An essential requirement for the formation of the company is its cross-border nature. The formation of a European Company is analogously governed by the provisions of the Liechtenstein legal framework regarding the formation of companies limited by shares (subject to the provisions of the SE Regulation). There are four manners in which a European Company can be formed:
- Merger of existing enterprises (the participating companies must be from at least two EU Member States)
- Formation of a holding SE
- Formation of a joint subsidiary SE by several companies or by an already existing SE
- Conversion of a national company limited by shares into an SE
Application and entry
For a European Company whose registered office as laid down in the articles of association is located in Liechtenstein, an application must be filed with the Office of Justice pursuant to the provisions relating to companies limited by shares, and they must be entered in the commercial register. The same applies to branch offices of such companies. The European Company acquires its legal personality only upon its entry in the commercial register.
Accounting and bookkeeping requirements
A European Company must draw up annual accounts which include the balance sheet, the profit and loss account, the notes to the annual accounts and the report on the course of business and the situation of the company. Again, the relevant legal provisions are those contained in the PGR for companies limited by shares.
Statutory basis (German only)