Société Européenne (SE)
Why choose a European Company?
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 two 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.
Creation of the company
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SARL |
SECA |
SA |
SE | |
|---|---|---|---|---|
| Conditions |
Minimum of EUR 12,000 fully subscribed and paid up |
Minimum of EUR 30,000 fully subscribed with ¼ paid up on formation |
Minimum of EUR 120,000 fully subscribed with ¼ paid up on formation |
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| Contributions |
Contributions in cash or in kind (valuation by a statutory auditor, except for SARLs) Contributions in industry (services or expertise) are not generally considered to form part of the share capital, but they can be recorded in the statutes and benefit from remuneration in the case of an SA or an SARL |
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| Company shares |
Registered company shares that can be transferred under strict conditions |
Freely transferable registered or bearer shares/bonds or dematerialised securities |
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| Constitutional document |
Notarial deed published in full |
Notarial deed published in full in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) and in the Official Journal of the European Union |
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| Legal personality |
Each capital company has a legal personality which is distinct from that of its partners |
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| Assets |
A capital company holds its own assets |
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| Decision-making bodies |
General meeting + business manager or management board |
General meeting |
General meeting and board of directors meeting or general meeting, management board and supervisory board |
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| Monitoring and legal auditing of accounts |
Internal auditor (commissaire aux comptes) or statutory auditor (réviseur d’entreprises) for SARLs with more than 60 partners Obligation to audit the company by a statutory auditor depends on size criteria |
Internal auditor or approved statutory auditor Obligation to audit the company by a statutory auditor depends on size criteria |
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| Accounting and financial information |
Annual accounts lodged with the Trade and Companies Register (Registre de Commerce et des Sociétés - RCS) |
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| Number of partners |
between 1 and 100 |
from 2 (one limited partner and one general partner) |
from 1 |
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| Financial liability |
Liability limited to the amount of contributions |
Limited liability for the limited partner but unlimited liability for the general partner |
Liability limited to the amount of contributions |
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BASIC- Drafting of statutes and bylaws
- Notary fees
- Power of attorney
- Application for VAT
- Capital bank account
- Tax advise
- Business permit
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PREMIUM
- Drafting of statutes and bylaws
- Notary fees
- Power of attorney
- Application for VAT
- Capital bank account
- Tax advise
- Business permit
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ULTIMATE
- Drafting of statutes and bylaws
- Notary fees
- Power of attorney
- Application for VAT
- Capital bank account
- Tax advise
- Business permit