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No 28 (November 2001/Novembre 2001/November 2001)
The European Commission has welcomed the formal
adoption by the EU's Council of Ministers on 8th October of the Regulation
to establish a European Company Statute (ECS) and of the related Directive
concerning worker involvement in European Companies. The European Company
(known by its Latin name of 'Societas Europaea' or SE) will now become
a reality some 30 years after it was first proposed. The SE will give
companies operating in more than one Member State the option of being
established as a single company under Community law and so able to operate
throughout the EU with one set of rules and a unified management and reporting
system rather than all the different national laws of each Member State
where they have subsidiaries. For companies active across the Internal
Market, the European Company therefore offers the prospect of reduced
administrative costs and a legal structure adapted to the Internal Market
as a whole. The formal adoption follows the opinion given by the European
Parliament in September 2001 on the two amended texts, on which the Council
reached political agreement in December 2000 (see SMN 24 and 25). The
legislation is due to enter into force on 8 October 2004.
Under the European Company Statute, a European Company can be set up by the merger of companies located in at least two Member States or by the creation of a holding company or a joint subsidiary or by the conversion of an existing company set up under national law.
The SE would also enable groups of companies which have developed activities in different industries in various Member States to restructure by creating one SE for each geographical sector, one SE for each sector of activity and one SE for each product line, thus permitting more efficient and less costly management and leading to productivity gains which, it is estimated, will even surpass the economies of scale achieved.
With the introduction of the euro, the SE is regarded as a necessary instrument within the economic and monetary union in terms of competition for access to capital. In particular, the usefulness of the SE, is often underlined in order to attract investors and to raise the private capital necessary for cross-border projects (in particular, transport, energy and telecommunications infrastructure), with or without the injection of public funds.
SE status will enable companies with commercial interests in more than one Member State to move across national borders within the Community as their business requires without having to comply with the complex and costly procedures of dissolution in their country of incorporation and re-incorporation as a new legal entity in the country to which they wish to move. None of these advantages is currently available under the national laws in force.
The SE will offer companies a "European flag", which some companies interested in the SE value in publicity terms. It will also be a way of removing the psychological obstacle connected with the change of nationality: the company which emerges from the operation will be "European"