A European Company or 'Societas Europaea' (SE) is a European public limited company (plc). You can set up an SE in any of the European Economic Area countries. An SE registered in a member state must be treated as if it is a registered plc in that area.
An SE must have share capital and shareholders - who benefit from 'limited liability' - similar to a plc. It may choose any currency for its share capital, as long as it has at least £50,000 or €57,100.
It is also required to have a minimum amount of subscribed share capital equal to at least €120,000.
There are two possible ways to manage an SE:
- One-tier system - an administrative board manages the SE, meeting at least once every three months. It must have a member-appointed chairman and there must be at least two members. If the standard rules of employee involvement apply, there will be at least three members.
- Two-tier system - a management board manages the SE on a day-to-day basis, and a separate supervisory board oversees its work. A person cannot be a member of both boards.
In the two-tier system, the management board reports to the supervisory board at least every three months. The supervisory board does not manage the company, but it can appoint members of the management board. The number of members of each board is specified in the SE's statutes, and each board must have at least two members.
Membership of SE boards
Members of SE administrative, management and supervisory boards can either be a legal person or another legal entity, such as a company with an individual representing its interests. The SE's statutes should specify the boards' membership.
Members of SE boards must be registered at Companies House, in the same way as a plc must register its directors. You can read more information on SE statutory forms.
Anyone disqualified from managing a plc cannot manage an SE.
Members cannot be appointed for more than six years and the duration of membership must be specified in the company statutes. Members can however be reappointed if the statutes provide for this.
Employee involvement, consultation and participation
An SE must generally abide by the rules for employee involvement and consultation that apply in the member states where the company has employees, unless the differences between national systems make this impossible. The parties concerned should define an agreement about the concrete procedures for employee transnational information and consultation - and participation, if applicable. As this is a complicated topic, you should take specialist legal advice.