The European Company - All Over Europe : A State-by-state Account of the Introduction of the European Company

On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company. The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic. List of contributors Austria I. Introduction II. Basic considerations III. Organisational structure of the SE IV. Some details on the formation and transfer of the SE V. Final remarks Belgium I. Introduction II. Formation of the European Company III. Management Systems IV. Transfer of seat V. Involvement of employees VI. Conclusion Czech Republic I. Introduction II. The formation of the SE in the Czech Republic III. Transfer of the seat of the SE from the Czech Republic IV. Corporate governance of the SE V. Employee involvement in the SE Denmark I. Introduction II. Formation of an SE in Denmark III. Transfer of the registered office of an SE IV. Management system of a Danish SE V. Involvement of employees in a Danish SE France I. Introduction II. French company law and the SE III. Formation of an SE IV. Management System V. General meeting VI. Transfer of seat VII. Involvement of employees VIII. Fiscal issues IX. Conclusion: Will the SE significantly change the national philosophies of the company law? Germany I. Introduction II. Formation of an SE III. Structure of the SE IV. Transfer of registered office V. Involvement of employees Greece I. Introduction II. Formation of a European Company III. Management system of the European Company – the organs of the SE IV. Transfer of seat / registered office V. Involvement of employees VI. Other issues Hungary I. Introduction II. Formation of an SE III. Protection of minority shareholders and creditors IV. Management and supervision V. Employees’ co-determination VI. Conclusion Ireland I. Introduction II. Formation of a European Company III. Management system of the European Company IV. Transfer of seat / registered office V. Involvement of employees Italy I. Introduction: Applicable law II. The formation of an SE III. Management systems of the European Company IV. Transfer of the registered office V. Involvement of employees in the SE The Netherlands I. General II. Formation III. Board Structure IV. Transfer of seat V. Involvement of employees VI. Conclusion Poland I. The Societas Europaea in relation to other limited companies in the Polish legal system II. General provisions III. Formation of an SE IV. Structure of the SE V. Implementation of the Directive on the involvement of employees Portugal I. Introduction II. General information on Portuguese company law III. The organs of the sociedades anónimas IV. Some specific aspects of Portuguese law on sociedades anónimas relevant for the Regulation purposes V. The “involvement of employees” in Portuguese law Spain I. Antecedents: legislative work in progress and current Spanish law II. Formation of a European Company III. Structure of the SE IV. Transfer of seat V. Involvement of employees Sweden I. Introduction II. The formation of an SE III. Transfer of the registered office IV. The structure of the SE V. The participation of employees in the SE United Kingdom I. General background to company law regulation in the United Kingdom II. Plans for implementation of the European Company Statute in Great Britain III. Implementation of company law provisions IV. Employee involvement provisions V. Costs and benefits Annex I: Employee Participation in Company Organs of Public Limited-Liability Companies Annex II: Council Regulation (EC) NO 2157/2001 of 8 october 2001 on the Statute for a European Company (SE) Annex III: Council Directive 2001/86/EC of 8 october 2001 supplementing the Statute for a European Company with regard to the involvement of employees Annex IV: Key elements of national implementation measures Ab Oktober 2004 soll die Europäische Aktiengesellschaft in allen Mitgliedsstaaten umgesetzt sein. Das Handbuch gibt für jeden Mitgliedsstaat einen Überblick über die geplanten gesetzlichen Umsetzungen, insbesondere zu den Regelungen zur Gründung der Europäischen Aktiengesellschaft, zum Management System, zur Sitzverlegung und zur Einbeziehung der Arbeitnehmer