A New Eldorado For European Group Companies And For Practitioners ? A French Perspective " (1)
(Roland Montfort;Véronique Deau)
The European Company Statute, adopted by EU Member States on 8 October 2001 and effective, at least in theory, since 8 October 2004, has created a legal framework for a new kind of corporate entity, the European Company or ?Societas Europaea? (?SE?). This Statute consists of a Regulation[1] setting out the core company law framework and an accompanying Directive[2] concerning employee involvement in the SE (i.e., information sharing and consultation process). However, the Regulation does not cover other areas of law such as taxation, competition, intellectual property or insolvency[3].
The main objective of the SE is to allow certain companies of different Member States to combine their potential and cooperate with a minimum of legal and psychological difficulties and tax problems. Ultimately, this would permit the creation and management of companies with a European dimension, free from the obstacles arising from the disparity of the limited territorial application of national company law[4] since they would, in principle, be operating under a single set of rules.
An SE is governed in principle by the national law applicable to public-limited liability companies in the Member State in which the SE establishes its registered office.
As a caveat to this simplified presentation, it must be stressed that the various going concerns of an SE located in a Member State other than the Member State in which the SE is incorporated, shall be considered as ?branches?, that is, a well-known status which shall be subject to various local and international regulations applicable to this type of businesses deprived of legal personality (including being treated, for tax purposes, as ?permanent establishment? under applicable bilateral double tax treaties). The simplification is thus not total.
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