European Company (SE)
A European Company (S.E.) is set up as a Société Anonyme S.A. (company limited by shares ) from one EU Member State but following the unified rules of the EU Directive.
There are four methods of constitution for a European Company S.E.
- Merger of two SA established in two different Member States.
- Constitution by two SA ou Sàrl with registered office in two different member states or with branches for two years in another member state, a commun holding.
- Constitution of une common subsidiary of 2 SA or public entities with registered office in 2 EU member states.
- Transformation of one SA having one subsidiary in another member state for two years.
Particularities of the European Company
- The personnality is acquired from the date of incorporation.
- It is a company limited by shares.
- Minimum Capital : 120.000 €.
- Registered Office is the same than its principal establishment.
- Shareholders : minimum two (or "unipersonnelle" eg subsidiary of another European Company).
- Board of direction:
- system "moniste" : board of 3 members at least
- systèm "dualiste" : board of direction + board of surveillance
- General Assembly of Shareholders.
- Annual accounts : publication is the same than for SA. (LuxGAAP)
- Dissolution, liquidation et insolvency : same rules than for S.A. and the commun rules. The European Company can be struck off when its principal seat is not situated in Europe.
- The implication of workers must be defined in each European Companies with the agreement of the social partners.
The Grand Duchy of Luxembourg is an attractive solution for the constitution of several European Companies.
