Legal structure of a European Company (SE)

1. Concept

The legal form of the European Company (Societas Europaea, SE; European Public Limited Company (PLC.,Corp.)) was introduced in 2001 as part of the EU Directive 2157/2001 on the Statute for a European Company (SE). The European Company (SE) is a Public Limited Company (PLC., Corp.) having its own legal personality and whose capital is divided into shares and which has branch offices in at least two other European Union Member States.

The aim of the introduction of this new legal form was a uniform European company law. In particular, that businesses active in different Member States of the European Union or those wanting to become active in other Member States of the European Union being able to form companies in accordance with extensive uniform legal principles.  And therefore not being required to be formed as subsidiaries in different countries accordance with different laws in each case. Instead, such businesses, insofar as they are active as a European Company (SE), subject to

2. Formation

A European Company (SE) is formed independently of domestic law. Only legal persons are permitted to form a European company. This includes, for example, already existing companies such as Public Limited Companies (PLC., Corp.), European Companies (SE) and –under certain restrictions- Limited Liability Companies (LLC., Ltd.). Furthermore, the registered office as well as the main place of central management and control of the founding companies must be located within the European Union (EU) or the European Economic Area (EEA). The newly formed European Company (SE) will be registered in the Commercial Register of the country in which its registered office is located. A Luxembourg European Company (SE) will, for example, accordingly be registered in Luxembourg’s Commercial Register. The said registration will subsequently be published in the Official Journal of the European Union.

3. Minimum capital

The minimum capital of a European Company (SE) is 120,000 EUR.

4. Company name

The company name of a European Company (SE) is required to contain the abbreviation “SE”.

5. Organisation

Due to the different provisions among the Member States on the forms of company organisation, the Articles of Association of a European Company (SE) may provide for, in addition to the General Meeting, either a Board of Directors (monistic system, compare the Public Limited Company (PLC., Corp./SA) in Luxembourg) or a management and supervisory body (dualistic system, compare the Public Limited Company (PLC., Corp.) in Germany).

6. Accounting

In respect of the obligation of a European Company (SE) to keep accounts, the law of the country in which its registered office is located applies.

Tax structure of a European Company (SE)

No special provisions exist on the current taxation of the business activities of a European Company (SE). Instead, a European Company (SE) is subject to unlimited tax liability in the country in which its registered office is located. In respect of permanent establishments in other countries, a European Company (SE) is required to comply with its tax obligations in force in the respective countries. The distribution of profits (e.g. dividend payments) to the shareholders is likewise subject to the particular domestic provisions thereon.

LEGAL and TAX ADVICE and SUPPORT

Our lawyers and tax experts stand ready to advise you personally and free of charge during the decision-making process and throughout the  formation/incorporation/setting up process of a European Company (SE) in Luxembourg.

Please contact us by telephone through the following telephone number

00352 250 345 27

(Monday - Friday between 9am and 4pm)

or by e-mail at the following e-mail address
info(at)startup-luxembourg.com

or simply use our online contact form.

BRANCH OFFICES: FORMATION/INCORPORATION/SETTING UP PROCEDURE

The formation/incorporation/setting up of procedure of a branch office in Luxembourg is as follows:

  • The decision of the head office to form a branch office in Luxembourg (the branch office is not required to have its own articles of association)
  • The furnishing of the branch office in Luxembourg with its own capital (no minimum capital is required)
  • The appointment of the manager of the branch office and/or the authorised signatories
  • The application for a trade licence
  • Registration in Luxembourg's Trade and Companies Register and publication of the head office's articles of association in the Official Bulletin (Mémorial C)
  • Business registration and application for a tax number from Luxembourg's tax authority