Setting up a European Company (SE)
If you have a business and want to expand to another European country (In this case, the 27 EU member states), you could consider creating a European Company. The European Company – also known as SE (Societas Europea in Latin) – is a type of public limited-liability company that allows you to run your business in different European countries using a single set of rules.
There are several advantages to setting up a European Company:
- A simpler way to run business across more than one EU country: you can reorganise your activities under a single European brand name and run your business without setting up a network of subsidiaries.
- Greater mobility in the single market. For example, you can transfer your registered office to another EU country without having to dissolve the company.
- Set framework system for involving staff employed in more than one country in running your business.
- If you own a European Company, you can create one or more subsidiaries that are also European Companies.
Requirements for setting up a European Company
To establish a European Company you must abide by all the requirements listed below:
- Your registered office and your head office must be in the same EU country.
- You must have a presence in other EU countries (subsidiaries or branches), or all companies involved need to be governed by the laws of at least two different EU countries.
- You must have a minimum subscribed capital (In this case, the 27 EU member states) of EUR 120 000.
- You and your company's employees' representatives reached a decision on employee participation in the company bodies, and on how employees will be consulted and informed.
Requirements may vary between countries. Some countries may have higher capital requirements, while others may require the head office and the registered office to be at the same address. Check if your country has additional requirements .
How to set up a European Company
There are four ways to set up a European Company, depending on your situation:
|Merger (to form a European Company)||Public limited liability companies||At least 2 companies from different EU countries|
|Forming a European holding company||Public or private limited liability companies||
At least 2 companies from different EU countries
the participating companies have had a subsidiary or a branch in another EU country for at least 2 years
|Forming a European subsidiary||Companies, firms or other legal bodies||
At least 2 entities (In this case, the 27 EU member states) are from different EU countries
the participating entities have had a subsidiary or a branch in another EU country for at least 2 years
|Conversion||A public limited liability company||A company that has had a subsidiary in another EU country for at least 2 years|
Depending on the way you form a European Company (see table above), you will need to provide different documents. You can check what you need with your national authority.
The national authority should inform the Office for Official Publication that you have requested registration within one month of publishing the requested documents. They must communicate:
- The name of your European Company
- The number, date and place of its registration
- The date, place and title of publication where the information about your European Company was published in your country
- The registered office of your European Company
- Its sector of activity
Your details will be published in the Official Journal of the European Union
When you have registered your European Company, remember to add the abbreviation SE before or after your company name.
Transferring the registered office to another EU country
You can transfer the registered office of your European Company to another EU country - without having to wind it up - as long as your company is not going through legal proceedings such as winding up, liquidation or insolvency. You need to give 2 month's public notice about your intention to transfer and your shareholders need to approve the decision to transfer. Before giving their approval, the relevant authorities need to be satisfied that all formalities have been accomplished, including protecting interests of creditors and holders of other rights.
In some EU countries, relevant national authorities might oppose the transfer during the 2 months' notice period on the grounds of public interest. These countries include Belgium, Bulgaria, Cyprus, Denmark, France, Greece, Latvia, the Netherlands, Poland, Portugal, Spain, Sweden.
You will need to follow the accounting rules for public limited-liability companies in the EU country where your company is registered.
If your European Company is:
- a credit or financial institution
- an insurance undertaking
you will need to follow the national rules for those types of companies.
Winding up, liquidation, insolvency and cessation of payments
Regarding winding up, liquidation, insolvency and cessation of payments, your European Company must follow the rules of the European country where your company is registered.
Rules for European Companies in each country
In general, the same EU rules on European Companies apply in all EU countries. However, depending on the country where your European Company is established, there may be different rules for some aspects. For instance, these rules may affect which authorities you need to liaise with or what arrangements on employee participation you might have to follow.