To create a European company with its own legislative framework. This will allow companies incorporated in different Member States to merge or form a holding company or joint subsidiary, while avoiding the legal and practical constraints arising from the existence of fifteen different legal systems. To arrange for the involvement of employees in the European company and recognise their place and role in the company.
Proposal for a Council Regulation on the Statute for a European Company.
Proposal for a Council Directive complementing the Statute for a European Company with regard to the involvement of employees in the European company.
Proposal for a Council Regulation on the Statute for a European Company
- 1.
- The Statute provides four ways of forming a European company (Latin: "Societas Europaea", "SE"): merger, formation of a holding company, formation of a joint subsidiary, or conversion of a public limited company previously formed under national law. Formation by merger is available only to public limited companies from different Member States. Formation of an SE holding company is available to public and private limited companies with their registered offices in different Member States, or having subsidiaries or branches in Member States other than that of their registered office. Formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law.
- 2.
- The SE must have a minimum capital of ECU 100 000. Where a Member State requires a larger capital for companies exercising certain types of activity, the same requirement will also apply to an SE with its registered office in that Member State.
- 3.
- The registered office of the SE designated in the statutes must be the place where it has its central administration, that is to say its true centre of operations.
- 4.
- The order of precedence of the laws applicable to the SE is clarified.
- 5.
- The registration and completion of the liquidation of an SE must be disclosed for information purposes in the Official Journal of the European Communities. Every SE must be registered, in the State where it has its registered office, in a register designated by the law of that State.
- 6.
- The Statutes of the SE must provide, as governing bodies, the general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administrative board (single-tier system).
- 7.
- Under the two-tier system the SE is managed by a management board. The member or members of the management board have the power to represent the company in dealings with third parties and in legal proceedings. They are appointed and removed by the supervisory board. No person may be a member of both the management board and the supervisory board of the same company at the same time. But the supervisory board may appoint one of its members to exercise the functions of a member of the management board in the event of a vacancy. During such a period the function of the person concerned as a member of the supervisory board shall be suspended.
- 8.
- Under the single-tier system, the SE is managed by an administrative board. The member or members of the administrative board have the power to represent the company in dealings with third parties and in legal proceedings. Under the single-tier system the administrative board may delegate the power of management to one or more of its members.
- 9.
- The following operations require the authorisation of the supervisory board or the deliberation of the administrative board:
- any investment project requiring an amount more than the percentage of subscribed capital fixed in accordance with the final point below;
- the setting-up, acquisition, disposal or closing down of undertakings, businesses or parts of businesses where the purchase price or disposal proceeds account for more than the percentage of subscribed capital fixed in accordance with the final point below;
- the raising or granting of loans, the issue of debt securities and the assumption of liabilities of a third party or suretyship for a third party where the total money value in each case is more than the percentage of subscribed capital fixed in accordance with the final point below;
- the conclusion of supply and performance contracts where the total turnover provided for therein is more than the percentage of turnover for the previous financial year fixed in accordance with the final point below;
- the percentage referred to above is to be determined by the Statutes of the SE. It may not be less than 5 % nor more than 25 %.
- 10.
- Detailed provisions on the powers of the general meeting and the rights of shareholders.
- 11.
- The SE must draw up annual accounts comprising the balance sheet, the profit and loss account and the notes to the accounts, and an annual report giving a fair view of the company's business and of its position; consolidated accounts may also be required.
- 12.
- Winding-up, liquidation, insolvency and suspension of payments are in large measure to be governed by national law. An SE which transfers its registered office outside the Community must be wound up on application by any person concerned or any competent authority.
Proposal for a Council Directive complementing the Statute for a European company with regard to the involvement of employees in the European company
- 1.
- Definition of employee participation: it does not mean participation in day-to-day decisions, which are a matter for the management, but participation in the supervision and strategic development of the company.
- 2.
- Several models of participation are possible: firstly, a model in which the employees form part of the supervisory board or of the administrative board, as the case may be; secondly, a model in which the employees are represented by a separate body; and finally, other models to be agreed between the management or administrative boards of the founder companies and the employees or their representatives in those companies, the level of information and consultation being the same as in the case of the second model. The general meeting may not approve the formation of an SE unless one of the models of participation defined in the Directive has been chosen.
- 3.
- The employees' representatives must be provided with such financial and material resources and other facilities as enable them to perform their duties properly.
4) OPINION OF THE EUROPEAN PARLIAMENT
First reading: The European Parliament approved the Commission's proposals subject to certain amendments. These were designed primarily to expand and ease the conditions governing the formation of a European company (authorisation for private limited companies to take the form of a European company by establishing a holding company; possibility for public limited companies to transform themselves into European companies provided that they have a subsidiary or establishment in a Member State other than that of their central administration; list of rules determining in a uniform manner in the Regulation the moment at which the European company acquires legal personality; etc.).
5) CURRENT STATUS OF THE PROPOSAL
Cooperation procedure
The Commission presented the proposals on 25 August 1989.
First reading: On 24 January 1991 Parliament approved the Commission proposals subject to amendments. The Commission has accepted many of these amendments.
The Commission presented some amended proposals.
The amended proposals are currently before the Council for a common position.
Commission proposal COM(89) 268/I and II final
Official Journal C 263, 16.10.1989
Amended proposals COM(91) 174/I and II final
Official Journal C 176, 08.07.1991
European Parliament opinion
First reading Official Journal C 48, 25.02.1991
Economic and Social Committee opinion
Official Journal C 124, 21.05.1990