The seat of the European company SE and the conditions and possibilities for the transfer of the registered office SE
Process transfer of the registered office of the SE it is regulated by both the regulation and the European Society Act. By law it is possible to place SE's registered office in any state of the European Union, regardless of the registered office of the founding companies.
Where a European company is established by the transformation of an existing public limited liability company, the definition which prohibits the transfer of the registered office simultaneously with the conversion into a European public limited liability company shall apply. In such a case, the registered office of the SE must remain in the country of residence of the original joint-stock company.
The great advantage and the novelty is that the European joint stock company may relocate its seat to another EU country without leading to the disappearance of society and the establishment of a new It follows that the transfer of the registered office of the SE is based on the maintenance of its legal personality for the current changes in the law governing the European joint-stock company. The processing of the transfer project by the management body of the company and the subsequent publication of the transfer is a prerequisite for the transfer of the registered office of the SE. It is also mandatory to publish a transfer report explaining all legal and economic aspects of the transfer of the registered office as well as its consequences for creditors, shareholders and employees.
Other conditions for the transfer of the seat include: acceptance of the transfer decision by the general meeting companies and receipt certificates proving compliance with all requirements in relation to the protection of minority creditors and shareholders European stock companies. This certificate issued by notary in the Czech Republic. On the basis of the certificate, it is still possible to submit a proposal for registration of an SE on the register of the target State. The date on which the SE is entered in the register designated for the new registered office shall be the date on which the transfer of the registered office of effectiveness takes place. Upon publication of the new registration, the registration of the new seat shall be made effective against third parties. It is important to bear in mind that, even after the publication of the minutes concerning the transfer of the seat, the SE's ties to the State of the original seat are not completely interrupted. Creditors of claims arising before the transfer of the registered office became effective may sue a European joint-stock company in the State where the SE originally resided. Moreover, the change in the registered office of a European company cannot take place if the company is in liquidation and if the procedure for the declaration of bankruptcy or other similar proceedings is brought against it.