The European Company - all over Europe: A state-by-state account of the introduction of the European CompanyKrzysztof Oplustil, Christoph Teichmann On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company. The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic. |
Contents
II Formation of a European Company | 160 |
III Management system of the European Company | 162 |
IV Transfer of seat registered office | 163 |
V Involvement of employees | 165 |
Italy | 169 |
II The formation of an SE | 173 |
III Management systems of the European Company | 182 |
IV Transfer of the registered office | 193 |
IV Transfer of seat | 38 |
V Involvement of employees | 43 |
VI Conclusion | 44 |
Czech Republic | 46 |
II The formation of the SE in the Czech Republic | 49 |
III Transfer of the seat of the SE from the Czech Republic | 60 |
V Employee involvement in the SE | 64 |
Denmark | 72 |
II Formation of an SE in Denmark | 73 |
III Transfer of the registered office of an SE | 74 |
V Involvement of employees in a Danish SE | 75 |
France | 77 |
II French company law and the SE | 83 |
III Formation of an SE | 87 |
IV Management System | 99 |
V General meeting | 102 |
VI Transfer of seat | 103 |
VII Involvement of employees | 104 |
VIII Fiscal issues | 105 |
Germany | 107 |
I Introduction | 109 |
II Formation of an SE | 110 |
III Structure of the SE | 118 |
IV Transfer of registered office | 127 |
V Involvement of employees | 129 |
Greece | 132 |
II Formation of a European Company | 133 |
III Management system of the European Company the organs of the SE | 135 |
IV Transfer of seat registered office | 137 |
V Involvement of employees | 138 |
Hungary | 139 |
II Formation of an SE | 140 |
III Protection of minority shareholders and creditors | 149 |
IV Management and supervision | 152 |
V Employees codetermination | 155 |
VI Conclusion | 156 |
Ireland | 157 |
V Involvement of employees in the SE | 197 |
The Netherlands | 200 |
II Formation | 201 |
III Board Structure | 214 |
IV Transfer of seat | 227 |
V Involvement of employees | 234 |
VI Conclusion | 245 |
Poland | 246 |
I The Societas Europaea in relation to other limited companies in the Polish legal system | 247 |
II General provisions | 248 |
III Formation of an SE | 254 |
IV Structure of the SE | 258 |
V Implementation of the Directive on the involvement of employees | 264 |
Portugal | 269 |
II General information on Portuguese company law | 270 |
III The organs of the sociedades anónimas | 271 |
IV Some specific aspects of Portuguese law on sociedades anónimas relevant for the Regulation purposes | 272 |
V The involvement of employees in Portuguese law | 278 |
Spain | 279 |
II Formation of a European Company | 281 |
III Structure of the SE | 286 |
IV Transfer of seat | 290 |
V Involvement of employees | 291 |
Sweden | 293 |
II The formation of an SE | 295 |
III Transfer of the registered office | 301 |
IV The structure of the SE | 304 |
V The participation of employees in the SE | 308 |
United Kingdom | 316 |
II Plans for implementation of the European Company Statute in Great Britain | 317 |
IV Employee involvement provisions | 321 |
V Costs and benefits | 324 |
Employee Participation in Company Organs of Public LimitedLiability Companies | 329 |
Council Regulation EC NO 21572001 of 8 october 2001 on the Statute for a European Company SE | 331 |
Council Directive 200186EC of 8 october 2001 supplementing the Statute for a European Company with regard to the involvement of employees | 365 |
Key elements of national implementation measures | 384 |