2 - Provisions of Community law applicable to the Societas Europaea

Summary

Introduction

1. Council Regulation No 2157/2001 of 8 October 2001 (the ‘Regulation’) introduced a new legal entity under Community law, the European company or Societas Europaea, abbreviated ‘SE’ (Art. 1(1) Reg.).

The rules governing the SE were developed over the course of many years. The first proposal for a regulation on a European company dates from 1970. This proposal was based on one prepared by a group of experts in 1967. The provisions intended to establish a supervisory board with worker participation appeared in particular to be a step in the wrong direction. After years of discussion in various working groups, the European Commission issued a new proposal in 1989. An amended proposal was prepared by the Commission in 1991 which, after much negotiation between the Member States and numerous amendments, finally resulted in the Regulation of 8 October 2001. In total, it took 30 years for Community lawmakers to develop a complete set of rules, which appears to regulate the SE only in part and refers to national law (of the Member State where the SE's registered office is located) on many key issues. This delay is deplorable considering the common market's need for swift regulation.

2. The European company is the second legal entity introduced by Community law. An SE can be established in any Member State of the European Union or the European Economic Area, provided the law of that Member State so permits. The first legal entity created under Community law was the European economic interest grouping (‘EEIG’), introduced by Council Regulation No. 2137/85 of 25 July 1985.