Societas Europaea

Abstract

When a company’s business is not limited to satisfying only the local needs in the Member State, it is necessary to create a statute which is able to plan and carry out the reorganization of its business on a larger level. The completion and the improvement of the internal market throughout the Community means that barriers to trade should be removed, and that the structures of production must be adapted to the Community dimension also. This presupposes that companies from different Member States have the possibility of combining their potential by means of mergers. However, restructuring and cooperation operations involving companies give rise to many difficulties for example concerning legal barriers or tax problems. The approximation of Member States' company law by means of Directives based on Article 44 of the Treaty can deal with some of those difficulties, but does not, however, permit to companies from different legal systems to choose a form of company governed by a particular national law. The legal framework within which business must be carried on in the Community is still based largely on national laws and therefore no longer corresponds to the economic framework within which it must develop if the objectives set out in Article 18 of the Treaty are to be achieved. That situation forms a considerable obstacle to the creation of groups of companies from different Member States.

Since October 8th 2004, it became possible to establish a new and uniform company at EC level. Designed under its Latin name “Societas Europaea” and based on a unique constitution instead of being subject to different national systems, the SE company is in a unique legal position as it can move its seat, it maintains its full legal constitution without having to be dissolved and re-established. The SE Statute is described as a hybrid: half EU, half national. The Regulation creates a new business organization, which is regulated by the EC law, but refers in many situations to the domestic law of the Members States. The SE Regulation and the Directive on employees’ involvement are distinct but complementary to each other.

This is a study about the European Company SE, which is a supranational public limited company, the study aims at analysing the Structure and functioning of the SE as a new legal entity, as well as the different problems that may occur during the running of the company such as the impact of national laws on the SE Statute and tax obstacles. The study describes also employees’ involvement in the decision-making at board level.