The Societas Europaea (SE)

What is a European public limited company (Societas Europaea, SE)?

The European public limited company (Societas Europaea, SE) is a business structure for companies with international activities. This business structure exists in all countries of the European Union. Only a legal entity (rechtspersoon in Dutch) can form an SE.

Companies from different EU countries that want to merge can do so more easily if they set up an SE together. It also makes it easier to set up a holding company or a joint subsidiary together.

Like the Societas Cooperative Europaea (SCE), the European public limited company is not tied to any EU Member State. It is possible to move the official address of the company (registered office) to another country. The SE does not need to be dissolved or re-established for this.

The assets of an SE are divided into shares, which are owned by the shareholders. You need €120,000 starting capital to set up. The rules of the Member state where the SE is established apply to the preparation, auditing and publication of financial statements.

The directors take care of the day-to-day management of the company. An SE can also have a supervisory board that supervises the management (two-tier board). In other cases, the supervisors are part of the board (one-tier board).

How to set up an SE

A minimum of 2 companies, governed by the laws of different Member States, is required for setting up an SE. Companies can also set up an SE if they have run a subsidiary under the law of another Member State, or have a branch there for at least 2 years. You can set up an SE in the EU by:

• a merger
• establishing a holding company or subsidiary
• converting a public limited company into an SE

You need a notarial deed to set up an SE. The SE becomes a legal entity after registration in the Business Register (Handelsregister) of the Netherlands Chamber of Commerce KVK. Business structures without a legal personality (such as entrepreneurs with a sole proprietorship or general partnership) cannot establish an SE. The SE is governed by the rules laid down in the Statute for a European Company that applies as law in the Netherlands. The Dutch rules for a public limited company (naamloze vennootschap, NV) apply to all matters that are not covered by the Statute.

Register at the Netherlands Chamber of Commerce KVK

Does the SE have its registered office in the Netherlands? Then registration in the KVK Business Register is mandatory. The SE must comply with the set-up requirements and there must be agreement about the arrangements for the employees. You must also register the SE's Ultimate Beneficial Owners (UBOs) in the KVK UBO Register. UBO's are, for example, directors or people with more than 25% of the shares.

See here what you need to arrange before registering your business:

Registering your company, step 1 and 2

Taxes

An SE pays taxes in those countries where the company is permanently established.

Publication obligation

KVK informs the EU's Publications Office that you have made a registration request within one month of the disclosure of the documents sent. You do not have to do anything for this. KVK provides the following information for publication:

• the name of your European company
• the number, date and place of registration
• the date, place and title of the publication in which the information on your European company appeared in your country (in the Netherlands, this is the Staatscourant)
• the official address (registered office) of your European company
• the company's sector of activity

Your details will be published in the Official Journal of the European Union.

Other European legal structures

The SE is one of the companies you can form under European law. Other possibile structures are the Societas Cooperative Europaea (SCE) and the European Economic Interest Grouping (EEIG).