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European Company — Societas Europaea (SE)
A European legal form for businesses operating across borders. Understand when an SE can be created, the €120,000 minimum capital requirement, governance choices, employee involvement and the rules governing the transfer of its registered office within the EU.
The Societas Europaea (SE), or European Company, is a European public limited-liability company designed for businesses with activities in more than one European country.
It allows companies to organise cross-border operations under a European corporate form and, subject to the applicable conditions, to transfer their registered office from one EU country to another without winding up the company and creating a new legal entity.
However, an SE is not a completely autonomous “EU company”. The European statute operates together with the company law, taxation, accounting, insolvency and other rules of the Member State in which the SE has its registered office.
European Company at a glance
The SE has legal personality and operates under the European Company Statute together with applicable national rules.
Minimum subscribed capital required under the European Company Statute.
The SE is designed for companies whose structure or activities involve more than one EU country.
The registered office can be transferred to another EU country without liquidating the company, subject to legal safeguards.
Why consider a European Company?
The SE can be useful where the business itself has a genuinely cross-border European structure.
Four ways to establish a European Company
An SE cannot normally be created as a completely new standalone company by an individual founder. The Regulation provides specific formation routes based on existing companies or legal entities with a cross-border dimension.
Merger
Public limited-liability companies governed by the laws of at least two different Member States can merge to create an SE.
European Holding Company
Eligible public or private limited-liability companies can create an SE holding company where the required cross-border conditions are fulfilled.
European Subsidiary
Companies and other qualifying legal entities from different Member States can create a joint SE subsidiary.
Conversion
An existing public limited-liability company may convert into an SE where it has had a subsidiary in another Member State for at least two years.
Core requirements
Although the precise procedure depends partly on national law, the European framework establishes several fundamental conditions.
Employee involvement is part of the SE structure
The creation of an SE is closely linked to rules on employee information, consultation and, where applicable, participation in the company's governing bodies.
These rules are governed by Directive 2001/86/EC, which supplements the European Company Statute.
Before an SE is registered, arrangements generally need to be negotiated between the participating companies and employee representatives. The objective is to ensure that existing employee participation rights are not simply lost because companies reorganise themselves as an SE.
One-tier or two-tier governance
The SE Statute allows companies to choose between two basic governance structures, subject to applicable national provisions.
One-tier system
The company is governed by an administrative body. Its members are generally appointed by the general meeting, subject to the company's statutes and employee-participation rules.
Two-tier system
Management and supervision are separated between a management body and a supervisory body. A person cannot normally serve simultaneously on both bodies.
Moving the registered office to another EU country
One of the distinctive features of the SE is the possibility of transferring its registered office from one EU Member State to another without dissolving the company or creating a new legal entity.
The transfer is subject to a formal procedure designed to protect shareholders, creditors, employees and other interested parties.
Tax, accounting and insolvency
The SE does not have a single European corporate tax regime.
In general, an SE is subject to the tax rules of the countries in which it operates and to the national corporate-tax rules applicable in the country where it is established.
Accounting and insolvency requirements likewise depend substantially on the national rules applicable to public limited-liability companies in the Member State where the SE has its registered office.
Additional sector-specific rules apply to regulated activities such as banking, insurance and financial services.
European Company (SE) or EU Inc.?
The proposed EU Inc. regime has created some understandable confusion because it is also intended to provide businesses with a more European corporate framework.
| Feature | European Company — SE | EU Inc. |
|---|---|---|
| Status | Existing legal form | Commission proposal – not yet available |
| Legal basis | Regulation (EC) No 2157/2001 | Legislative proposal presented in March 2026 |
| Main target | Companies with an existing cross-border European structure | Designed particularly for startups and innovative growing companies, although proposed as broadly available |
| Minimum capital | €120,000 | No minimum share-capital requirement under the Commission proposal |
| Formation | Specific cross-border formation routes | Proposed fully digital incorporation |
| EU-wide uniformity | EU framework combined with national company law | Designed to create a more harmonised optional corporate regime |
For the moment, the distinction is straightforward: the SE can be established today; EU Inc. cannot. Businesses considering either structure should therefore follow the EU Inc. legislative negotiations without treating the proposal as existing law.
Legal basis
Considering a European Company structure?
Contact eEuropa for an initial assessment of the EU framework, cross-border requirements and regulatory issues that may be relevant when establishing, reorganising or expanding your business through a European Company.
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