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SOCIETAS EUROPEA

Societas Euporea or public European Company (in further text SE) is a form of a company, which operates on the supranational level and which whose capital is divided into shares

The Council Regulation  Nr. 2157/2001 of 8th October 2001 regulates the Statute for a European Company, and on 3rd October 2007 the Act on the Introduction of the European Company – Societas Europaea (SE) and the European Economic Interest Grouping (EEIG) has been brought in croatian legislation. SE as a new form of a company in Croatia shall enter into force on the day of accession of the Republic of Croatia to full membership in the European Union.

SE can be established by the existing companies which are dealing in the area of more member states in a way they are established as one company subject to european legislation. Primary ways of forming the Societas Europea are:

– merger

– SE as a holding company

– conversion of a joint stock company and conversion of an se into a joint-stock company.

SE carries out bussines on the european level as a company with one management board and one seat as well as the unified system of reporting. Thereby, the composition of expensive and administratively demanding networks of subsidiaries, based on a different national legislations is avoided. Earlier, the subsidiary needed to be established in states where the company did not have a registered seat and act according to the laws of different states the bussines was carried out in.

SE has a form of a company and acquies a legal personality by the registration in the court register of the state where it is actually seated. The SE must have a minimum subscribed capital of €120,000. The seat of the company ought to be in the place of it’s registration. The transfer of seat of SE in other member state is allowed. The mark of steh statutary name SE has to be a part of the firm name, because it can be a part of only of European Company.

SE with the seat in Croatia can choose a monistic or dualistic systems of management. Monistic system allows one organ, indeed management board which xarries out bussines of the SE. At dualistic system there is a supervisory board provided as well as the management board, to conduct a bussines and representation.

The advantage of the organising a company as a SE is an international merger of companies, than is carried out as a formation of the SE, as well as the possibility of transfer of registered seat of SE within member states without liquidation in one member state and re-registration in another member state. As mentioned above, the condition is that the seat of the management board and registrated seat are in the same member state.

It is evident that the introduction of the European Company as a new form of a company in Croatia with the day of accession in the EU, will enable traders to use privileges of that supranational company form at the cross-border economic activities.