Establishment of a European Company
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EC Company Registration
If you have a business and want to expand to another European country, you may want to consider setting up a European company. The European Company (SE) – Societas Europea in Latin – is a type of joint-stock company that allows you to operate in different European countries on the basis of the same set of rules.
There are many benefits to setting up a European company:
- an easier way to do business in more EU countries. You can reorganize your business under a single European brand name and manage it without setting up a branch network.
- greater mobility within the single market. For example, you can transfer your registered office from one EU country to another without having to dissolve your business.
- a framework to involve employees established in several EU countries in the management of the company.
- the possibility of setting up one or more subsidiaries, which in turn will also be European companies.
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REGISTER A EUROPEAN COMPANY COMPANY
Conditions for setting up a European company
In order to set up a European company, you must meet all of the following conditions:
- have its registered office and headquarters in the same EU country
- be present in other EU countries (through subsidiaries or branches); If you do not meet this requirement, your company and the other companies involved must be governed by the laws of at least 2 EU countries.
- have a subscribed capital of at least EUR 120,000
- have reached an agreement with the employees’ representatives regarding their participation in the company and how they will be consulted and informed.
INCORPORATE A SE BUSINESS
How to create a European company
Depending on your situation, you have four ways to set up a European company:
|Merger (to form a European company)||Joint-stock companies||At least 1 company from different EU countries|
|Establishment of a European holding company||Joint-stock companies or limited liability companies||At least 2 companies from different EU countries|
The participating companies have had a subsidiary or branch in another EU country for at least 2 years
|Establishment of a European subsidiary||Companies or other legal entities||At least 2 entities from different EU countries|
The participating entities have had a subsidiary or branch in another EU country for at least 2 years
|Transformation||Joint-stock companies||A company that has had a subsidiary in another EU country for at least 2 years|
The documents you need to provide depend on how you create the European company (see table above). You can contact the national authority for details.
INCORPORATE A BUSINESS
The national authority must inform the Publications Office that you have applied for registration within one month of the publication of the requested documents. She must communicate:
- the name of the European company
- registration number, date and place
- the date, place and title of the publication in your country in which the information about the European company you registered was published
- the registered office of your European company
- sector of activity
Your data will be published in the Official Journal of the European Union.
When registering a European company, don’t forget to add the abbreviation SE before or after its name.
INCORPORATE A EUROPEAN COMPANY BUSINESS
Transfer of registered office to another EU country
You can transfer the registered office of the European company to another EU country without having to dissolve it, as long as the company does not go through legal proceedings such as dissolution, liquidation, or insolvency. You must announce publicly 2 months in advance that you intend to transfer the registered office, and the shareholders must approve the transfer decision. Before giving their consent, the competent authorities must be satisfied that all formalities have been completed, including the protection of the interests of creditors and holders of other rights.
In some EU countries, national competent authorities may oppose the transfer during the notice period, in the public interest. These countries include Belgium, Bulgaria, Cyprus, Denmark, France, Greece, Latvia, Poland, Portugal, Spain, Sweden, and the Netherlands.
INCORPORATE A BUSINESS
You will need to comply with the accounting rules applicable to joint-stock companies in the EU country where your company is registered.
If your European company is:
- credit and financial institution
- insurance company
you will need to comply with the national rules applicable to these types of companies.
Liquidation, dissolution, insolvency, and cessation of payments
With regard to the liquidation, dissolution, insolvency, and cessation of payments, your European company must comply with the rules applicable in the European country in which the company is registered.
Rules for European Companies in each country
In all EU countries, European companies are usually subject to the same European rules. However, depending on the country where your European company is established, there may be different rules on certain issues – for example, which authorities to contact and which employee participation arrangements to apply.