Preface

Summary

The European company or Societas Europaea (‘SE’) has become a reality. Since 8 October 2004, it has been possible in at least some Member States of the European Union and the European Economic Area (i.e., Iceland, Norway and Liechtenstein) to incorporate an SE. Regardless of where it is formed, and keeping in mind that some countries have yet to adapt their national legislation accordingly, the SE can operate throughout the European Union and beyond like any other company.

The SE is not the first legal entity to be introduced under Community law. In 1985, the European economic interest grouping (‘EEIG’) was launched. However, the unlimited and joint liability of its members, the rigidity of its management structure, and its transparency for tax purposes makes the EEIG less attractive. Last but not least, the similarity of the EEIG's name to that of the relatively unknown economic interest grouping (a specific type of legal entity under French law) has caused some national companies to shy away from this corporate form. The SE differs from the EEIG in these fundamental respects.

The SE is a company and, therefore, is in essence no different from national corporate forms. Several larger corporate groups are currently examining the possibility of creating an SE by merging some of their holding companies. Complicated employee involvement rules may be burdensome but should not prove an obstacle to the creation of an SE, as most European managers are used to dealing with employee representation issues.

Several business leaders have expressed interest in setting up an SE and practice indicates that companies throughout Europe are interested in doing so. An explanatory book is therefore a useful tool. This book provides an overview of the legal rules applicable to the SE.