A Societas Europaea (SE) is a special type of a public limited company whose registration occurs under the EU Regulation (Council Regulation 2157/2001) and Statutory Instrument 21 of 2007. It can result from mergers of companies or can come into existence in the form of a holding company or a supplementary affiliate of the company. Alternatively, it can emerge from the transformation of a firm from a PLC type of entity. Articles 3 and 10 of the EU Regulation (Council Regulation 2157/2001) necessitates member nations to consider SE companies in a similar manner to public limited companies registered in compliance with the relevant statutory instruments of that member nation in which an approved office exists.
Formation of SE-affiliated corporations can occur in the following ways:
- SE’s formed from a merger
Existing SEs or public companies can merge to form an SE only if two or more of the participants are from different Member States. The interested parties are assessed by the High Court and if they meet all the requirements, the merger will be approved and they will receive a certificate.
- Holding SE
Private and public companies in the European Union qualify to open a Societas Europaea if two or more of them come from a different Member State or has operated a subsidiary or branch for at least two years in another Member State. Any Irish company incorporated in the formation should file the draft terms for its formation at the Companies Registration Office a month prior to the company’s general meeting. This also applies to SEs formed in another member state.
- Subsidiary SE
Public and private limited companies in the European Union qualify to open a subsidiary Societas Europaea by subscribing to its shares only if two or more of the organizations come from a different Member State or if it has a branch or subsidiary for at least two years in another Member State. It’s possible that an already existing SE can form additional branches or subsidiaries in the form of SEs.
Entities interested in incorporating a Societas Europaea (SE), can communicate with seasoned professionals at SIGTAX.
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