The European Company - all over Europe

A state-by-state account of the introduction of the European Company

Krzysztof Oplustil, Christoph Teichmann, Krzysztof Oplustil, Christoph Teichmann

• Publisher: De Gruyter
• Year: 2012
• Print ISBN: 9783899490961
• eBook ISBN: 9783110912098
• Edition: 1
• Topic: Law
• Subtopic: International Law
• Index: Law

On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company.

The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic.

Table of contents

• List of contributors
• Austria
• I. Introduction
• II. Basic considerations
• III. Organisational structure of the SE
• IV. Some details on the formation and transfer of the SE
• V. Final remarks
• Belgium
• I. Introduction
• II. Formation of the European Company
• III. Management Systems
• IV. Transfer of seat
• V. Involvement of employees
• VI. Conclusion
• Czech Republic
• I. Introduction
• II. The formation of the SE in the Czech Republic
• III. Transfer of the seat of the SE from the Czech Republic
• IV. Corporate governance of the SE
• V. Employee involvement in the SE
• Denmark
• I. Introduction
• II. Formation of an SE in Denmark
• III. Transfer of the registered office of an SE
• IV. Management system of a Danish SE
• V. Involvement of employees in a Danish SE
• France
• I. Introduction
• II. French company law and the SE
• III. Formation of an SE
• IV. Management System
• V. General meeting
• VI. Transfer of seat
• VII. Involvement of employees
• VIII. Fiscal issues
• IX. Conclusion: Will the SE significantly change the national philosophies of the company law?
• Germany
• I. Introduction
• II. Formation of an SE
• III. Structure of the SE
• IV. Transfer of registered office
• V. Involvement of employees
• Greece
• I. Introduction
• II. Formation of a European Company
• III. Management system of the European Company – the organs of the SE
• IV. Transfer of seat / registered office
• V. Involvement of employees
• VI. Other issues
• Hungary
• I. Introduction
• II. Formation of an SE
• III. Protection of minority shareholders and creditors
• IV. Management and supervision
• V. Employees’ co-determination
• VI. Conclusion
• Ireland
• I. Introduction
• II. Formation of a European Company
• III. Management system of the European Company
• IV. Transfer of seat / registered office
• V. Involvement of employees
• Italy
• I. Introduction: Applicable law
• II. The formation of an SE
• III. Management systems of the European Company
• IV. Transfer of the registered office
• V. Involvement of employees in the SE
• The Netherlands
• I. General
• II. Formation
• III. Board Structure
• IV. Transfer of seat
• V. Involvement of employees
• VI. Conclusion
• Poland
• I. The Societas Europaea in relation to other limited companies in the Polish legal system
• II. General provisions
• III. Formation of an SE
• IV. Structure of the SE
• V. Implementation of the Directive on the involvement of employees
• Portugal
• I. Introduction
• II. General information on Portuguese company law
• III. The organs of the sociedades anónimas
• IV. Some specific aspects of Portuguese law on sociedades anónimas relevant for the Regulation purposes
• V. The “involvement of employees” in Portuguese law
• Spain
• I. Antecedents: legislative work in progress and current Spanish law
• II. Formation of a European Company
• III. Structure of the SE
• IV. Transfer of seat
• V. Involvement of employees
• Sweden
• I. Introduction
• II. The formation of an SE
• III. Transfer of the registered office
• IV. The structure of the SE
• V. The participation of employees in the SE
• United Kingdom
• I. General background to company law regulation in the United Kingdom
• II. Plans for implementation of the European Company Statute in Great Britain
• III. Implementation of company law provisions
• IV. Employee involvement provisions
• V. Costs and benefits
• Annex I: Employee Participation in Company Organs of Public Limited-Liability Companies
• Annex II: Council Regulation (EC) NO 2157/2001 of 8 october 2001 on the Statute for a European Company (SE)
• Annex III: Council Directive 2001/86/EC of 8 october 2001 supplementing the Statute for a European Company with regard to the involvement of employees
• Annex IV: Key elements of national implementation measures