Corporate & Commercial Solutions

The European Company

The European Company can be the apt legal vehicle to solve complex issues encountered by businesses established in Europe. The rationale of Regulation 2157/2001 allows for a legal framework for companies incorporated in different Member States to merge or form a holding company or joint subsidiary while avoiding the legal and practical limitations that stem from the existence of other legal systems. Furthermore, a second arm of the legislation targets the involvement of employees in the European company, recognizing their role within the company.
Companies operating in the various Member States, mainly through branches or subsidiaries, can avail themselves of the European Company to perform throughout Europe under a common regulatory framework. This translates into significant savings on regulatory and other compliance in various countries. Moreover, the registered office of a European Company can be moved from one Member State to another with no restrictions and without having to undergo liquidation proceedings in the state of registration. The status of a European Company can also be valuable in terms of reputational value, showing a more substantial company status which will assist in establishing a good brand name. A European company is also afforded the possibility to move its seat according to its operations without simultaneously moving the registered office. Consequently, a European Company may have its registered office in Malta while freely operating throughout the EU.
The easy movement of the registered office may be a fact of significant importance for some businesses as they can move their registered office to any Member State. Having the registered office and the administrative office in Malta can satisfy the requirement of being a tax resident in Malta with all the associated benefits as explained in the tax section..


A European Company (SE) may be formed in the following four ways: merger, formation of a holding company, formation of a joint subsidiary, or conversion of a public limited company previously formed under national law. Formation by the union is available only to public limited companies from the different Member States. Construction of an SE holding company is open to public and private limited companies with their registered offices in different Member States or having subsidiaries or branches in the Member States other than their registered office. The formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law.

Minimum Capital

The SE ought to have a minimum capital of €120 000. However, where a Member State requires more significant money for companies exercising certain types of activity, the exact requirement will also apply to an SE with its registered office in that Member State.

Registered Office

The registered office of the SE designated in the statutes must be the place where it has its central administration that is where the true center of operations lies. Therefore, the SE can quickly transfer its registered office within the EU, dissolving the company in one Member State to form a new one in another Member State.


The Statutes of the SE must provide, as governing bodies, the general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administrative board (single-tier system).

Annual Accounts

The SE must draw up annual accounts comprising the balance sheet, the profit and loss statement, the notes to the charges, and an annual report giving a fair view of the company's business and its financial position; consolidated accounts may also be required.


In tax matters, the SE is treated the same as any other multinational, i.e. it is subject to the tax regime of the national legislation applicable to the company and its subsidiaries. Moreover, SEs are subject to taxes and charges in all Member States' administrative centers. Thus their tax status is not satisfactory as there is still no adequate harmonization at the European level.


Domestic law primarily governs the wind-up, liquidation, insolvency, and suspension of payments. An SE that transfers its registered office outside the EU must be wound upon application by any person concerned or competent authority.
At Promethean, we can assist you with advice about the setting up of a European company, as well as with any legal and tax implications attributable to such a setup. Promethean can also provide the necessary annual services to maintain an SE.

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