UK national laws that apply to public limited companies will also - usually - apply to European Companies or 'Societas Europaea' (SEs) registered in the UK. In addition, various European Union (EU) laws govern SEs and it is a good idea to take specialist legal advice if you are thinking of setting up an SE.
Formation of an SE
There are a number of ways you can form an SE:
- merger - between two or more public limited companies from different member states
- holding SE - two or more private or public limited companies
- subsidiary SE - Article 2 (3) - two or more companies, firms or other legal bodies
- subsidiary SE - Article 3 (2) - an existing SE
- transformation - from an existing public limited company
Any business wanting to set up as an SE must ensure:
- their registered offices are located in the EU
- at least two of the bodies must have a presence in different EU member states - except where an SE is itself forming a subsidiary SE
A public limited company can only transform into an SE if, for the past two years, it's had a subsidiary company governed by the laws of another EU member state.
If your business wants to set up an SE, it should make sure that it informs and consults employees on a transnational level, in all the companies that are involved in the formation of the SE.
Registration of an SE
Whichever way an SE is created, it cannot be registered or operate until:
- employee involvement in company decisions has been agreed
- the special negotiating body has decided to rely on the rules for employee involvement and consultation in force in the member states where the SE has employees
- no agreement has been reached within the relevant period of time, so the standard rules apply
The fee for registration of an SE is £20. For UK registration, you must submit your registration to Companies House.
The 'statutes' contain all the written information on how the SE is managed and how decisions will be made. Certain management and administration practices of the SE must be defined in the statutes.
Statutes can only be changed by a shareholder decision at a general meeting. In order to be approved, three-quarters of the votes must be cast in favour. Other member states may require a lower majority of two-thirds, or even a simple majority of votes.
Within 14 days of making any changes to the statutes, you must send form SEAS01 to Companies House. Download form SEAS01 - Amendments of Statutes of SEs from the Companies House website (PDF, 711K).