European company

A European company or societas europaea (SE) is a company which can carry on its activities in all the Member States of the European Union in a single legal form and commune in all these States, defined by the Community legislation.

In 2001, after several tens of years of discussions, the Union formally adopted a Règlement establishing the statute of the European company and a related directive relating to the participation of the workers of the European companies.

This legislation makes it possible the companies to reduce their administrative costs and a legal structure adapted to the interior market offers to them, by avoiding the legal constraints and practices which result from the multiplicity of the national legal orders.

The European company is officially coming into effect on October 8th, 2004. In France, it is which transposed in the national right the provisions of the directive, by devoting chapter IX of the Commercial law to the European company (articles L. 229-1 and following).

Constitution of a European company

The statute of the European company envisages four modes of constitution of a SE:

fusion of two or several companies;
creation of a company Holding;
constitution of a Subsidiary common to two or several companies;
transformation of a Public limit company of national right.

The agreement on the SE represents one of the priorities identified by the “Action plan for the finance departments” (PASF), being considered essential with the creation of a fully integrated market of the finance departments.

If one wishes to better include/understand how the last version of the regulation and the directive concernat the SE was adopted as an alternative to the mobility generalized of the companies in Europe it is possible to refer to a scientific work of thesis supported in 1998 with the Faculty of Law of Seals (Paris XI). http://www.avocats.fr/space/jacques-louis.colombani/content/these-de-doctorat---la-societe-anonyme-europeenne---utilite-d-un-projet-ancien-pour-le-marche-interieur-de-demain_74B970B4-DF9D-4911-BD59-8486F75D753A

This work was used as a basis the organization of many international symposiums, the publication of two works and the installation with the French Senate of an work group which finally contributed to the development of the current device.

European academics, politicians like Sirs Jean-Pierre Raffarin, Christian Poncelet, Jean-Jacques Hyest, or Jean Guy Branger contributed to the reflection by initiating a series of conferences.

A think tank was born from a presentation in 2002 with the French Senate: http://www.se-network.org/images/events/event_10_dl.html

A complete and single work published in the Editions OF GRUYTER and under the aegis of Mister the Vice-chancellor of the University of HEILDELBERG (Germany) gathering the whole of the legislations of the Member States was presented to the French senate

Mr PONCELET, President of the French Senate encouraged this work: http://www.se-network.org/images/events/event_6_dl.html

The debate on the transposition of the SE in France was very animated. Indeed, It was important to make admit that the SE was a company at the same time concerning a national and Community mode. It was necessary to limit the effect of the options contained in the payment which could deprive this one of direct effect. The civils servant who had the last word on the decrees do not have can be always not integrated this practical aspect. Indeed, the SE which were create up to now were SE " politiques" whose validity of the assemblies engages only few responsibilities. For example it was not possible to create a SE before the adoption of the social provisions under penalty of nullity of the assembly… Since the adoption of the " shutter social" all becomes again possible… However when one contacts Clerc's Offices of the Bankruptcy courts to have a form of Fusion in the form of SE, it is sent a form of national fusion. With the difference of the United Kingdom France did not re-examine the formalities for the registration of the SE. There exist important and imperative mentions relating to the country of origin of the company which amalgamates or which operates a migration which do not appear in forms CERFA. Who will put to the CJCE the question of a measurement having the same effect to a restriction on freedom of circulation of the moral persons? http://www.senat.fr/seances/s200507/s20050705/s20050705001.html#int284 Relative questions with the installation of the SE continue to be posed with the government. http://www.senat.fr/basile/rechercheQuestion.do?radio=deau&tri=dd&de=01%2F01%2F1978&au=02%2F03%2F2007&unk=&date=dateJODepot&dp=1+an&idSenateurActif=98014P&idSenateurInactif=&idNature=&rch=qa&ok.x=8&ok.y=12#resultatRecherche It is curious that Mrs LENOIR did not take account of the very important Work achieved by the President of the Commission of the Laws of the Senate and by Senator Jean-Guy BRANGER.

From the point of view practices, since an area industielle and frontier suceptible to attract seats graces to immense spaces available like the Nord/Pas-de-Calais Area and under the angle of the attractivity of France, the device can seem imperfect compared with the American federal right of the companies. One can quote an extract of the study published on the http://www.se-network.org/?nav=Papers site European company or Company of the European type: Re-here Nessy?

Jacques - Louis Colombani Doctor in Right - Lawyer Reflections on the reception of the SE: a timid step towards a federal right of the companies?

" RESUME" For a long time the doctrines regarded the SE (Societas Europae) as “the arlésienne” of the company law. Since the adoption of the texts at the Summit of Nice and on October 8th, 2004 it became a reality in certain countries and the contractors can use it or envisage it in their strategies. To facilitate the adaptation of the national rights, certain authors then developed a systematic approach of the laws nationales1 of the various Member States, based on a concomitant reading of the règlement2 (the Payment) and directive 3 (the Directive) European. Many Member States decided to soften their national right of the companies to offer to the SE a privileged framework. The German doctrines, for example, conscious of the economic issues for the country, quickly leant in favor of aggregation to the right of Aktiengesellschaft of “small” the Aktiengesellschaft, while considering that neither France nor the other countries laid out of a tool also souple.4 The French government with already discreetly taken the measurement of the SE. Besides the finance law for 2005 makes it possible to arrange freedom of circulation out of France by laying down a fiscal neutrality of the transfers operated by the SE5. Some can be tried by the exercise consisting in renegotiating the payment or depriving it of its direct effect while transposing it in national right under cover exert options. The deferent services which constituted of the work groups on the question of the SE in France (National Assembly, Sénat, ministries…) agree on the point which the SE should not escape the proverb according to which one should not confuse speed and precipitation and until it is advisable to wait can be the experiments in progress in the other countries, in particular in Austria or in Denmark and in Sweden before to adopt an unsuited or dangerous legislation. The arbitrations in progress in fusion NORDEA relate to mainly the pension funds and the social coverage of the employees. The Austrian notaries are likely to discover the “charms” of the negotiations with the German trade unions at the time of a transformation of national company into SE! The French government is likely to ask them “to ensure” the legal assemblies. The deed of partnership leading to the creation of a SE must generate legal security and not uncertainties. The recent jurisprudence of the Court of Appeal of Endowed (METALEUROPE) watch which the economic law and order is taken into account in decisions which are with the confluence of the delocalizations, the commercial law and the social right. Cases (ARCO, AGIRC…) can have interest to ask that the accounts be clear at the time of the operations implying a transborder mobility or transfer of credits. The SE is an instrument of framed mobility. The French authorities do not ignore any. The services of the various ministries concerned work on the question since 2002. A bringing together of the opinions is carried out in this moment. The French Senate accommodated three conferences in 2002 and 2003 about the SE.6 Three private bills result from these travaux7.

REFER PAGE

1 The European Company - all over Europe, Oplustil /Teichmann (Editors), of Gruyter, Berlin-New-York, 1st sem. 2004. V.sur designation of the applicable laws and conflicts of laws, Colombani, Favero, Societas Europaea, Jolly Editions, p. 50 and S. 2 Payment THIS n°2157/2001 of the Council of October 8th, 2001 relating to the statute of the European company 3 Directive n° 2001/86/Ce of the Council of October 8th, 2001 on the implication of the workers 4 Hommelhoff Einige Bemerkungen zur Organisationsverfassung der Europäischen Aktiengesllschaft, Die Aktiengesellschaft (AG) 2001, p. 279 and S.; Parleani, Gazette of the Palate No 92/93, Wednesday the 2nd, Thursday, April 3, 2003, p. 9 and S.; Colombani/Favero, Societas Europaeea, prèc. 5 Special Newspaper of the Companies, under the direction of C. Lesueur, file 12/04 for complete analyzes on the subject. 6 June 12th, 2002 (see Senator Branger, Gazette of the Palate No 92/93, April 2nd and 3rd 2003, p. 4); October 3rd and 4th, 2002 demonstration organized by the University Paris I with the Senate (cf Hopt/Menjucq/Wymeersch; prèc.); June 12th, 2002, Conference organized by the Senator Branger.

Statute of a S.E.

The Authorized capital of a European company must be at least 120.000 euros. The head office of the European company must correspond to the place where its central administration is, i.e. with its real seat. It with the possibility of transferring its seat easily from an European country to another. The S.E has a duty of registration and an obligation of publicity in the J.O.C.E (Official journal of the European Communities. The European company can be make up by a single associate.

The denomination of a European company must be followed initials “SE”.

If one wishes to visualize an assembly allowing the " use; fluide" Community instrument while drawing left the differences between national legislations, one can reach the presentation which was made at the University of ODENSE in Denmark on October 14th, 2004. This presentation is always of topicality. http://www.se-network.org/images/events/event_7_dl.pdf

See too

External bonds

the European company (file and texts of reference on the site of the European commission)
http://www.avocats.fr/space/jacques-louis.colombani/contents/tag/soci%C3%A9t%C3%A9%20europ%C3%A9enne (All the simulations conceived by academics and experts of the various Member States on the Site of Me Jacques - Louis Colombani - Doctor in Right - Coordinator of the work group of the French Senators Jean - Jacques Hyest and Jean - Guy Branger)
the European Company or Societas Europaea (avocat.blogs.com)
Societas Europaea, official report of Noëlle Lenoir to the Minister for Justice (French Documentation, March 2007)
the European Company (Institute of Europe of HEC)
http://www.eyrolles.com/Entreprise/Livre/9782907512794/?xd=a45448b79f10b3d4708e16d91c216e7e (the work of Jacques - Louis Colombani and Marc Favero with the JOLLY editions, Foreword of Philippe CAMUS, introduction by Francoise Blanquet)

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