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Report by French group of experts on the Societas Europaea (SE) published — Orbitax Tax News & Alerts

On 19 March 2007, a group of experts commissioned by the French Minister of Justice delivered an extensive report on the SE entitled "The SE or Societas Europaea – Towards a European citizenship of companies" ("La SE ou Societas Europaea- Pour une citoyenneté européenne de l'entreprise"), which includes proposals to improve the status of the SE. In 2009, the European Commission is expected to present a report on the SE to the European Parliament and the European Council providing for amendments to Regulation No. 2157/2001/EC of 8 October 2001 on the European Company Statute. Highlights on the report are summarized below.


The SE Regulation has been implemented in the national law of the EU Member States, as well as 3 EEA Member States (Iceland, Liechtenstein and Norway). According to the report, more than 70 SEs were registered on 1 March 2007 and around 20 SEs were to be incorporated in the near future (e.g. SCOR (a French reinsurance company), BASF (a German company) and Nordea (a Swedish bank)). The Nordic countries and Germany count most of the newly incorporated SEs (40% are located in Germany), whereas no SEs have been created in Southern Europe (i.e. Greece, Italy, Portugal and Spain). Most of the SEs created are active in the service sector, especially in the banking, insurance and investment sectors.

Content of the report

The report is divided into five parts, which deal with the following aspects:

-   the concept of an SE;
-   the company law aspects applicable to the SE;
-   the labour law regime set out in the SE Regulation and issues related to the lack of tax provisions applicable to the SE; and
-   the results of a survey involving several SEs incorporated in France and in other Member States.

Proposals contained in the report

The report proposes several measures to improve the attractiveness of the SE. These include:

-   to facilitate the creation of an SE for all company forms and not only for joint-stock companies;
-   to provide more freedom for non-listed SEs with regard to the statutes of incorporation;
-   to create a European Company Register for SEs, the management of which would be attributed to the European Court of Justice (ECJ);
-   to encourage the harmonization of the corporate tax base within the EU to avoid fragmentation; and
-   to implement within the Commission a "European forum of private international law" to work on simplifying the law applicable to cross-border transactions.