There are many reasons for choosing the legal form of an SE. One of the main reasons is the European image of the SE, which allows its founders to act as a modern and innovative company while documenting its internationality. Moreover, as a single European legal form, it is possible for the SE to transfer its registered office across borders without losing its legal personality. On 13 October 2006, Allianz AG took the legal form of a European company (Societas Europaea – SE) through the merger with its Italian subsidiary Riunione Adriatica di Sicurtà S.p.A. and has since operated under the name Allianz SE. Allianz was the first company in the EURO STOXX 50 Index to adopt the legal form of a European company. Allianz SE shares were first traded on 16 October 2006. The legal form of a European company contributes to a uniform European image of Allianz and simplifies the restructuring of the group. Allianz SE is headquartered in Munich. The procedure for concluding a co-determination agreement is regulated by law. For the operational co-management of an undertaking, the participation agreement must provide either for an SE works council or for a procedure for informing and consulting employees. In principle, there are no requirements for co-management. However, an exception shall apply where an SE is formed by a change in the legal form of a company where the existing level of holding is to be maintained.
The legislator provides for different procedures for establishing an SE. In practice, the most common form of formation is the change of legal form from a company limited by shares (AG) to an SE. It is also possible to create an SE u.a. by way of merger. What all alternatives have in common is that relations with other European countries must exist. This means that companies that are about to exceed the staff limits provided for by the German Codetermination Act will continue to be able to circumvent the applicability of the German company codetermination rules through the SE legal form. It remains to be seen whether disclosing the corresponding reform plans in the coalition agreement without legal powers to implement such changes at the national level could even promote the practice to be prevented. DAX companies such as Allianz, BASF or Fresenius were not the only ones to have chosen the legal form “SE”. Small and medium-sized enterprises, in particular, are now active as SEs. These include Conrad, Deichmann, WILO, tesa, Escada, Zott, Vapiano, Klöckner and Gütermann. The European legislator has created a regulatory framework for the SE, the SE Regulation (SE Regulation).
The SE Regulation applies directly in all EU and EEA Member States. In Germany, the implementation of European standards through SEAG and SEBG legislation entered into force on 22 December 2004. This legal system is complemented by the applicable subordinate national legislation, in particular the Companies Act. The share capital of the SE is divided into shares and must amount to at least EUR 120,000. The European Company (or Societas Europaea – SE) is a legal form for EU companies. It was created on the basis of “Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE)” and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees”. As a European company, Allianz SE is subject to the special European SE regulations and the SE implementing law, in addition to German company law. Following the change of legal form, the German law on codetermination no longer applies to Allianz SE. The size and composition of the Supervisory Board are now determined by the European General SE Regulation.
These provisions have been implemented in the articles of association and through an agreement on employee involvement in Allianz SE. The international law firm Dentons advised Stabilus on the change of legal form to a European Company (SE) and the subsequent transfer of its registered office from Luxembourg to Germany. Compared to other EU Member States, the SE is a frequently chosen legal form in Germany. In July 2021, around 55% of all SEs registered and operating in the EU had their registered office in Germany. The advice included the management of the entire transaction under Luxembourg and German law, as well as a further cross-border change of legal form from a Luxembourg subsidiary to a German GmbH company and intra-group share transfers in Germany and abroad. Thanks to the continuous training of our lawyers as well as early specialization and a strong personal interest in law, we are able to offer you particularly qualified advice. We are a modern law firm that, thanks to our flexible communication channels, can also operate outside our offices in Aachen, Cologne and Düsseldorf. Our lawyers assist you in almost all private law cases. Our priority is to effectively resolve your problems, whether in court or outside.
Thanks to our commercial and solution-oriented approach, we are able to find the best solution for each client. We are also able to provide legal advice in English, German, French, Spanish, Portuguese, Chinese, Russian and Turkish. Without that possibility of departing from the `before-and-after` principle, the German legislature would have no legal competence to alter `the effect of the freezing of the status quo`. In order to implement the reform plans of the new federal government, a revision of the SE Directive at European level would be necessary. Thus, the desired reform plans could not be carried out by the German legislature alone. The SE is a European legal entity created in 2001 by Regulation (EC) No 2157/2001 of the SE. There are several ways of forming an SE, each requiring a cross-border element (e.g. (at least) two founding shareholders must be subject to the law of different EU Member States for the formation of an SE by merger). An SE domiciled in Germany is a novelty in the choice of an organisational structure. The SE is the only legal form in Germany which, at the time of its formation, allows a choice to be made between the “two-tier system” with separate management and supervisory bodies or the “one-tier system” with a single management and supervisory body, the administrative board.
The European company, also called “SE” because of its Latin name “Societas Europaea”, is a relatively new legal form that is gaining popularity among German companies. After large DAX companies such as Allianz, BASF, Fresenius and Porsche discovered the legal form of the European company, more and more companies adopted the legal form “SE”.
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