background image SE

Internal Structure of an SE

An SE must be set up in the form of a public limited liability company (SA in France), with a minimum capital of EUR 120.000, divided into shares. The SE may be listed. The registered office of the SE must be located in the same EU Member State as its head office. The SE shall acquire legal personality on the date of its registration with the company register of the Member State where it has its head office. The notice of registration and of deletion of such registration is published for information purposes in the Official Journal of the European Communities. The SE shall comprise a shareholders' assembly, and a board of directors or an executive board with a supervisory organ.

Advantages of an SE

An SE entails two main advantages:

  • it is the sole currently existing vehicle that allows the realization of cross-border mergers; and
  • it may transfer its registered office from one Member State to another, without such transfer resulting in the winding up of the SE or in the creation of a new legal person. From a tax perspective, the Finance Act for 2005 provides that the transfer of the registered office of a French company to another EU Member State no longer triggers taxation of the latent capital gains.