The Societas Europaea (SE)

What is a European Public Limited Company (Societas Europaea, SE)?

The European public limited liability 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.

The SE 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 do you 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 an establishment there for at least 2 years. You can set up an SE in the EU by:

• a merger
• the establishment of a holding company or subsidiary
• conversion of a public limited company into 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 commercial 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 in the regulation.

Register at the Netherlands Chamber of Commerce KVK

Does the SE have its registered office in the Netherlands? Then registration in the Business Register is mandatory. The SE must comply with the set-up requirements and there must be agreement about the arrangements for the employees.

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

An SE has several publication obligations, such as:

• Publication of the foundation, amendment of the articles of association and dissolvement in the Dutch Staatscourant
• Publication of the registration, cancellation and transfer of seat in the Official Journal of the EU