European corporation

the European society (also: Societas Europaea - SE) is a new legal form for enterprises in the European Union. With it the European Union makes the establishment of societies for 2004 possible since the year end according to to a large extent uniform right principles.

Colloquially the SE is called also europe AG.

Table of contents

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advantages of a European society

the SE offers the possibility to European enterprises of appearing European Union far as legal unit. The SE makes European-wide active companies possible to summarize their business in getting thing instead of creating as before for each country its own society. Furthermore transnational M&A becomes - transactions simplifies.

Thus enterprises can make an expansion and a re-organization over frontiers away - without the expensive and time-consuming formalities for several subsidiaries in the individual states. Particularly for small and middle enterprises (KMU) unbureaucratic chances open to strengthen their commitment abroad .

The SE can shift their seat under the keeping of the identity into another member state. Thus a liquidation in the way course state and a reestablishment in the influx state are void.

Furthermore it is possible to maintain in the way of prescribed negotiations between workers' delegates and managements, the participation of the founder companies to develop or abolish.

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flexible management and participation

the line of a European society (as usual in Central Europe), or be as in the anglo-saxon right area a board OF Directors with executives and not executives managers can be divided into executive committee and supervisory board. In Germany and Austria this board “board of directors” is called. The founders must decide in the statute between the binaryistic and the monistischen model.

The accounting and the handling of insolvencies further so also employee participation particularly important for Germany takes place after national right . Ability here the management and the employees not on a certain participation model agree, seize a minimum regulation of the European Union guideline - according to the highest past participation degree in one of the societies involved, from which the SE comes out.

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five possibilities of the establishment

the establishment of an europe AG knows five different possibilities:

  1. Establishment conditions fundamental only societies from EUROPEAN UNION and EWR member states
  2. can take part union
  3. (fusion/ fusion
  4. ) of existing societies
  5. establishment of a holding company establishment of a common
subsidiary transformation

of a national

  • corporation establishment of a daughter SE by a SE [work on] in the establishment. The inclusion of the EWR societies results from the resolution of the common EWR committee No. 93/2002 of 25. June 2002 for the change of the appendix XXII (corporate law) of the EWR agreement, ABl L 266 of the 3. October 2002, S 69.
  • A substantial condition for the establishment of a SE depends a transnational element, on the respective establishment form (see. for the following remarks kind. 2 SE-VO).
    • Fusion: The corporations involved must originate from at least two member states (so-called. Multi-state State of)
    • Holding SE: Either in addition, reside as with the fusion at least two of the societies involved in different member states, there consists the possibility of a union of societies of the same member state, if at least two of these societies have for at least two years a subsidiary or a branch in another member state.
    • Daughter SE: equal as Holding SE
    • transformation SE: The corporation which can be converted must not have a subsidiary in another member state for at least two years, a branch been sufficient.
    • Daughter SE of an existing SE: no transnational element necessarily, because this was fulfilled already with the establishment of the original SE.
  • The SE represents a commercial company - a legal entity with one into shares divided capital of at least 120,000 euro.
  • The transnational change of offices into another European Union state is facilitated by the SE, since neither a dissolution is necessary, still another following reestablishment.
  • Which legal entities are entitled to the establishment of a Societas Europaea, depends on the respective establishment form. For the establishment of a SE by fusion a Holding SE can by corporations and limited companies are justified be based, a common daughter SE can by all societies according to kind 48 Abs 2 EGV be based (among them to fall the finance companies and unincorporated firms as well as other legal entities) , the transformation into a SE are again only to corporations at the disposal excluding corporations. As fifth establishment variant the SE-VO plans the establishment of a daughter SE by an existing SE. A SE already created can take part in all establishment forms.
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information and promotions

in the European Union budget an amount is intended, in order to prepare the employees for the conversion negotiations. In the household line B3-4003 it means: A prioritäres goal is the “exchange from information and experiences to the preparation of the employees in the European corporation on information, hearing and co-operation. “The text of a relevant advertisement is in the 3. Web left as pdf format available. It contains also references over promotable costs, filing of an application and kinds of execution.

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legal bases

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European union

legal basis for the European corporation is the EEC regulation 2157/2001 over the statute of the European society (SE) of 8. October 2001. The regulation is after a transition period of three years to 8. October 2004 into force stepped. Like all regulations of the European union also the SE regulation is directly valid right, D. h. it did not have to be converted separately by the European Union member states into national right.

The SE regulation is supplemented by the guideline 2001/86/EG for the addition of the statute of the European society regarding the participation of the employees of 8. October 2001. The guideline does not unfold a direct legal effect. It must be converted therefore by the EEC member nations into national right.

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Germany

in Germany decided the Bundestag the law for the introduction of the European society (SE introductory law ), to 29. December 2004 stepped into force.

The SE introductory law essentially consists of two individual laws: the law over the execution of the EEC regulation over the statute of the European society (law of remark SE) and the law over the participation of the employees in a European society (SE participation law). The law of remark SE supplements the European SE regulation. The SE participation law converts the SE guideline into German right.

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Austria

in Austria became the SE law in time to 24. June 2004 in the federal law gazette publishes. Not least for this reason there is already the “first europe AG” since that 12. October 2004: The building getting thing STRABAG could be registered already four days after the entry into force of the European Union regulation as a society of European right. This will facilitate the way to further fusions for the company (at present third biggest company of building of European Unions with six billion euro building sum).

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are committed to statute right

of the SE European corporations to give oneself a statute. The characteristic with the SE consists of the fact that the statute any national laws proceeds. This unusual standard hierarchy is fixed in article 9 of the SE regulation.

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tax treatment

the regulation content of the SE regulation does not cover according to tax law conditions of the European corporation. Therefore the tax treatment of the SE yields in accordance with. Kind. 10 SE-VO not of the one national corporation of the seat state off. It follows in principle the local tax laws. In view of that typically - within the domestic market - transnational activity of the SE beside it Europeanlegal regulations are to be considered. On the one hand all national regulations must be able to be measured at the primary Community law. Frequently the basic liberties codified in the EEC contract represent point of reference of relevant evaluations by the European Court of Justice. On the other hand the secondary Community law, in particular in shape of the fusion guideline and the nut/mother/daughter guideline, exerts substantial influence on the tax treatment of the SE. The European community expanded the personal ranges of application this legal instrument for this in recent time expressis to on the SE. After h. M. the guidelines are however already applicable due to the equal treatment requirement with national societies.

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at present

the Munich alliance AG gains practical experiences the first practical experiences during the transformation of a large quoted corporation into a SE. The professional world observes strained the developments and consequences of this large-scale project. The establishment is to take place in two steps: First is the assumption from 100% on the Riunione Adriatica di Sicurtà S.p.A. (RACE), an Italian subsidiary, in the way of an assumption offer planned. In further consequence the nunmehrige 100%-Tochter is to be merged upstream transnational on the alliance AG, which accepts thereby the legal form of a SE.

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literature

  • Roberto bar clay/tone, Ralf Klapdor the European corporation. Quite, tax, marketing and management. Erich Schmidt publishing house, Berlin 2005, ISBN 3-503-08709-5.
  • Krzysztof Oplustil, Christoph pond man (editor) “The European company - all over Europe: A state by state account OF the introduction OF the European company " De Gruyter publishing house, Berlin 2004, ISBN 3-89949-096-7.
  • Manz/Mayer/Schröder (Hrsg.), European corporation - SE, comment on corporate law, industrial law and taxation of the SE, Nomos publishing house company Baden-Baden 2005, ISBN 3-8329-0937-0
  • Kalss/hill (Hrsg.), European corporation - SE comment, lime tree publishing house, Vienna 2004, ISBN 3-7073-0643-7
  • Manuel René Theisen/Martin Wenz (Hrsg.), the European corporation. Quite, taxes and marketing and management of the Societas Europaea (SE), 2. again and extended edition worked on; with a preface of Frits Bolkestein, European Union commissioner A. D., Brussels, ISBN 3-7910-2266-0
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Web on the left of

 

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