Formation
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.
Statutes
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.
Taxation
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.
Winding-up
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.
