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Brussels, 23 March 2010
Review of European Company Statute – Frequently Asked Questions
What is the European Company Statute (SE)?
The SE gives companies operating in more than one Member State the option of being established as a single company under Community law and so able to operate throughout the EU with one set of rules and a unified management and reporting system rather than all the different national laws of each Member State where they have subsidiaries. For companies active across the Internal Market, the European Company therefore offers the prospect of reduced administrative costs and a legal structure adapted to the Internal Market as a whole.
The European Company Statute was established by two pieces of legislation, namely a Regulation (directly applicable in Member States) establishing the company law rules and a Directive (which will have to be implemented in national law in all Member States) on worker involvement.
Why is the Commission reviewing the European Company Statute?
The European Company Statute (SE) Regulation (2157/2001 – directly applicable in Member States) requires the Commission (under Article 69) to report on its practical application five years after its entry into force and to put forward amendments where appropriate.
How is the Commission consulting stakeholders?
The Commission asked a consultant to prepare an external study on the way the SE works. In the course of that work, the consultant worked with a number of stakeholders.
Furthermore, the Commission has published a consultation today (deadline for responses is 23rd May) which aims to test the findings of the external study with all interested stakeholders and to provide the Commission with input on issues relevant for the assessment of the SE.
The Commission is also organising a high-level conference on the SE Statute on 26 May 2010 to complement the evaluation work.
What is the consultation about?
The consultation relates to the findings of the external study (see below). The questions cover issues including:
What are the findings of the external study on the SE?
The findings of the external study on the operation and impacts of the SE Statute, conducted by Ernst & Young and finalised in December 2009, were as follows:
Will the Commission report on the SE Statute also cover the SE Directive on employee involvement?
The Commission Report will focus on the SE Regulation, which contains mainly company law rules on European Companies.
The SE Directive is a separate legal instrument which accompanies the SE Regulation as regards rules on employee involvement. Under this Directive, the creation of a European Company requires negotiations on the involvement of employees with a body representing all employees of the companies concerned. If it proves impossible to negotiate a mutually satisfactory arrangement then a set of standard principles applies, the exact nature of which depends on the format for worker participation in the companies concerned before the European Company was set up.
The SE Directive was already reviewed in 2008:
Does the Commission intend to amend the SE Statute?
The SE Regulation requires the Commission to consider, on the basis of the assessment of the application of the SE Regulation, whether any amendments are necessary. The Commission is currently in the process of analysing the application and effectiveness of the SE Statute. The external study, consultation and conference are all part of that work. Before any decision is taken on whether to make changes in the current legislation, the Commission has to thoroughly assess the effects of the current SE Statute and then consider the possible impact of amendments, if any.
Will the Commission follow the recommendations for amendments provided by the external study?
The external study presents only recommendations which do not bind the Commission. They are part of the process in evaluating the existing framework and reviewing it. These suggestions will of course be studied. It will be for the Commission to decide whether and which amendments of the SE Statute, if any, to propose.
Where can I find more information about the SE Statute?
For more information about the SE, its advantages, methods of setting up etc., see: MEMO/04/235.
See also IP/10/338