European business forms

European Company (Societas Europaea)

Min. share capital (€)

120,000

or member state minimum if greater

Min. partners

See below

Liability

Limited to share capital

The European Company (Societas Europaea) was introduced in the European Union in 2004. An SE is incorporated in one European Union member state and trades under a single set of regulations in other member states through branches. The SE was not introduced in order to replace national business forms, but to compliment them. The SE structure provides businesses with the tools to cooperate and trade internationally.

The SE is subject to the European Union’s Regulation on the Statute for a European Company and the supplementary Directive on employee involvement in SEs. Areas not regulated by the European rules are covered by the law of the member state in which the SE has its headquarters.

Companies, private limited companies (GmbH) and public limited companies (AG), can form an SE by merging to create a holding company or a joint subsidiary. To create a holding company, the companies must have their registered offices in different member states or have subsidiaries or branches in member states other than that of the registered office.

SEs can also be created by two AGs merging or by a national AG converting into an SE. In the case of two AGs merging, the two companies must previously have been established in different Member States. Where an AG converts into an SE, the AG must have been established for at least two years.

Natural persons are not able to set up a European Company through the investment of capital in the form of cash or assets.

An SE’s liability is limited to its assets. Shareholders’ liability is restricted to the amount invested in the company.

The advantage of an SE is that it allows for a company to be formed and trade throughout the European Union without having to deal with the legal and practical constraints that are inherent in trading in different countries.

SEs can also move their head office without having to first dissolve the company and then form it in another member state.

Information concerning the formation of an SE must be published both in the national commercial register and in the Official Journal of the European Union.

Employee involvement in an SE refers not to the day-to-day management of the company, but to the participation in developing a strategic direction for the company and in supervision.

As of October 2013 there were 1,966 SEs registered in the European Union. With 272 registered SEs, Germany is home to the second highest number of total SEs in the European Economic Area.

European Economic Interest Grouping

Min. share capital (€)

n/a

Min. members

2 in different MS

Liability

Members fully liable

From a German point of view the European Economic Interest Grouping is considered to be a partnership or joint venture. It is a form of association between companies or other legal entities or natural persons. An EEIG must have at least two members with their main economic activities in different member states.

The EEIG is designed to make it easier for its members to conduct cross-border business and to form consortia to take part in EU funding programmes.

An EEIG is a separate entity to its owners’ businesses and has its own legal personality. Its activities must be ancillary but related to those of its members.

There is no capital requirement for an EEIG and its members have flexibility concerning the financing structure. An EEIG has unlimited liability and any losses or profits are shared equally between the members.

European Cooperative Society (Societas Cooperativa Europaea)

Min. share capital (€)

30,000

Min. members

2

(in different MS)

Liability

Limited to capital contribution

A European Cooperative Society enables natural and legal persons to form cooperatives which can be active throughout the European Economic Area without having to establish subsidiaries in each EU member state. The minimum capital requirement is €30,000.

A cooperative can be formed in the following situations:

  • minimum of 5 natural persons, with residence in at least two EU member states;
  • minimum of 5 natural or legal persons with residence or governed by the law in at least 2 member states;
  • a minimum of 2 legal persons governed by the law in at least 2 member states;
  • merger of 2 cooperatives, governed by the law in at least 2 member states;
  • transformation of an existing cooperative which must have had a subsidiary in another member state for at least two years

A European Cooperative Society acquires legal personality from the day on which it is registered in the relevant member state. In Germany, a European cooperative is registered in the register of cooperatives. The registration also appears in the Journal of the European Union.

A European Cooperative Society may change the location of its main office to anywhere within the EU without needing to wind-up or register a new cooperative.


Here you can find an overview of our services in the area of starting a business in Germany. For further information, contact our team of German lawyers on +49 (0) 221 / 951 563 0 or use our contact form.

BASIC STANDARD PREMIUM BESPOKE
Advice on choosing suitable business form Ja Ja Ja Ja
Model articles of association – UG; standard partnership agreement – GbR Ja Ja Ja Ja
Modified standard partnership agreements – GbR, oHG, KG, PartG Ja Ja Ja
Bespoke partnership agreements/articles of association – GbR, oHG, KG, PartG, UG, GmbH Ja Ja
Articles of association / partnership agreements – AG, GmbH & Co. KG and other business forms Ja
Review of company name Ja Ja
Standard directors’ service contracts Ja Ja
1 hour additional legal advice Ja Ja Ja
Assessment of whether all important aspects have been considered (incl. directors’/representatives’ liability) Ja Ja Ja Ja
Provision of documents required for entry in the commercial register Ja Ja Ja Ja
Notary referral Ja Ja Ja Ja
Assistance with filling in documents required by notary Ja Ja Ja Ja
Advice on next steps Ja Ja Ja
Assistance with searching for grants and investors Ja
Legal notices Ja Ja Ja
Information pack on your chosen business form Ja Ja Ja Ja
Preis €495.00* €980.00* €1580.00* Available on request

* plus 19% VAT


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Christian Solmecke is a partner at the law firm WILDE BEUGER SOLMECKE. He is the author of numerous legal publications in the area of internet and IT law. He is also an associate lecturer for social media law at the Cologne University of Applied Sciences.

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