Why choose a SE?
There are a number of advantages to forming a European Company, particularly one with its registered office and central place of management in Luxembourg. Firstly, this type of company eliminates a number of legal and administrative barriers related to conducting business on a regional level. It allows for cross-border interaction with a large pool of partners. Additionally, a business operating in multiple countries can now be subject to one set of protocols and rules instead of altering each office for the national regulations of that location. A European Company in Luxembourg is subject to the same taxation as a PLC. This is advantageous since a PLC in Luxembourg is offers flexibility in taxation compared to other legal forms. Also, Luxembourg’s double taxation agreements with other countries can reduce the amount of taxes a European company is required to pay as compared to if it were based in another country.
Company registration
This is a type of public limited company with branch offices in a least 3 European Union member states. In order for a company to be considered a European Company, the central management office must be located within the European Union. The company will need to be registered with the Commercial Register of the base country. This type of company operates independently of domestic law. If the registered office is in Luxembourg, the company’s articles of association must be recorded by a notary. After this, these articles of association must be published in the Official Bulletin (Memorial C) and lodged with Luxembourg’s Trade and Companies Register.
Shareholders
Shareholders can be one or more legal persons. Natural persons are not allowed to be shareholders in a European Company.
Minimum capital
The minimum share capital for a European Company is 120,000 EUR.
Shares
At the time of registration of the company, the minimum capital is divided into registered shares of the same value.
Management
There are wo types of management structures common to European Companies. These are: monistic, where a board of directors manages the company, and dualistic, where a management board manages the company and a supervisory board supervises the management. A meeting is required at minimum every three months in order to discuss business operations.
General shareholders meeting
All decisions affecting the European Company are made via general meeting.
Board of directors
There may or may not be a board of directors, based on the management structure of the particular European Company. If there is a board of directors, in addition to management responsibilities, they represent the company in all third-party dealings.
Supervision
A European Company will be subjected to the supervision protocol of the country in which its registered office is located. Annual reports are expected.
Statutory auditor
A European Company will be subjected to the audit protocol of the country in which its registered office is located.
Liquidation
A European Company may be forced into liquidation if it is registered in one country but actually operates its headquarters in another. The liquidation proceedings are governed by the law of the country in which the registered office is located.
Taxation
A European Company will be subjected to the taxation laws of the country in which is registered office is located. It is also required to oblige with taxations for the other countries in which the company has permanent establishments. In Luxembourg, a European Company is treated with the same taxation obligations as a Public Limited Company.
