Societas Europaea

A societas Europaea (Classical Latin: [sɔˈkɪ.ɛtaːs eu̯roːˈpae̯.a], Ecclesiastical Latin: [soˈtʃi.etas eu̯roˈpe.a]; lit. 'European association' or 'European company'; plural: societates Europaeae; abbr. SE) is a public company registered in accordance with the corporate law of the European Union (EU), introduced in 2004 with the Council Regulation on the Statute for a European Company. Such a company may more easily transfer to or merge with companies in other member states.

As of April 2018, more than 3,000 registrations had been reported. Several of the Euro Stoxx 50 stock market index of leading eurozone companies have been registered as SE: Airbus, Allianz, BASF, E.ON, Fresenius, LVMH Moët Hennessy Louis Vuitton (and its subsidiary Dior), SAP, Schneider Electric, TotalEnergies, Unibail-Rodamco-Westfield and Vonovia.

National law continues to supplement the basic rules in the Regulation on formation and mergers. The European Company Regulation is complemented by an Employee Involvement Directive which manages the rules for participation by employees on the company's board of directors. There is also a statute allowing European Cooperative Societies.

The statute provides five ways of forming a European limited company:

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.

The SE must have a minimum subscribed capital of €120,000 as per article 4(2) of the directive, subject to the provision that where a member state requires a larger capital for companies exercising certain types of activities, the same requirement will also apply to an SE with its registered office in that member state (article 4(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. The SE may transfer its registered office within the European Economic Area without dissolving the company in one member state in order to form a new one in another member state; however, such a transfer is subject to the provisions of 8 which require, inter alia, the drawing up of a transfer proposal, a report justifying the legal and economic aspects of the transfer and the issuing, by the competent authority in the member state in which the SE is registered, of a certificate attesting to the completion of the required acts and formalities.

The order of precedence of the laws applicable to the SE is clarified.