A European Company (Societas Europaea, SE) is a joint-stock form governed by EU law. It is used primarily by businesses organising a group’s activities across several countries. Before preparing the articles, assess the legal forms of the participants and their cross-border links.
Ways to form an SE
- Merger of eligible joint-stock companies. At least two of the participating companies must be governed by the laws of different Member States.
- Formation of a holding SE. At least two eligible companies with share capital must be governed by the laws of different Member States or have had a subsidiary or branch in another Member State for at least two years.
- Formation of a subsidiary SE. Eligible companies or other legal entities must satisfy the Regulation’s conditions for participation from different Member States or for a cross-border link through a subsidiary or branch for at least two years. An existing SE may also form a subsidiary SE under Article 3(2).
- Conversion of an eligible joint-stock company. The company must have had a subsidiary governed by the law of another Member State for at least two years.
Capital, registered office and employee involvement
The minimum subscribed capital of an SE is EUR 120,000. Some activities may have higher capital requirements. The registered office and head office must be in the same Member State. The articles also provide for a one-tier or two-tier governance system.
Identify the employees of all participating entities, their representatives and existing involvement rights early on. The procedure required under the rules on employee involvement must be completed before registration. It may include negotiations with employee representatives, depending on the circumstances. Allow for this step in the project timetable.
What we need for an initial assessment
- A list of the participating companies, their legal forms, registered offices, registry extracts and ownership structures.
- A list of subsidiaries and branches in other countries, including the date of formation or registration.
- Employee information by country, your plans for managing the group and the proposed location of the SE’s head office.
- The preferred method of formation and timetable. We can then identify the decisions and documents required, coordinate across jurisdictions and prepare the Czech registration documents.
For a standalone Czech project, compare formation of a Czech joint-stock company. If an existing foreign company only wants to operate a Czech branch, see registration of a branch.