Features of the European Company, who is responsible for the company's obligations, what are the accounting and tax matters?
The European Company is a form of conducting business activity with a European scope. It operates throughout the European Union. It is the equivalent of a Polish joint-stock company. Its activities are regulated by European law and are identical in all EU countries. Only companies with share capital from different Member States of the European Union may be shareholders. Natural persons cannot set up such a company at all.
Features of the European company
It is a company with capital. It operates across borders, which means that at least two of its member companies must be subject to a different legal system. A minimum capital of EUR 120,000 is required to set it up. The registered office must be in the same country as the management board. Use the abbreviation SE in force in the Member States of the Community.
Method of formation
The European Company can be founded by:
- a merger of two or more companies with share capital from different EU countries
- the conversion of existing EU companies into a European company
- the creation of a European holding company by limited liability companies or joint-stock companies
- the creation of a company by taking up shares in it
- the creation of a company by an existing European company.
The shareholders are not responsible for the company's obligations.
Representation and supervision
In the European Company, shareholders can choose in the statute between two types of administration: a one-tier system or a two-tier system.
The two-tier system consists of a general meeting and a supervisory board and a management board. The Management Board manages the company's affairs and represents it in external relations. This applies to all cases, whether judicial or extra-judicial. The Management Board shall manage the matters at its own risk. The supervisory board is the body controlling the company in all matters.
The one-tier system shall consist of a general meeting and an administrative board with at least three members (five in the case of a public company) elected by the general meeting. It has all the competences: managing the affairs of the company, representing it and controlling it. All functions are combined in one authority. The Administrative Board may entrust the management of its affairs to the Executive Director (there may be more than one).
The Company is free to choose its name, but the name must be sufficiently different from the names of other entities operating in the same market. The name shall include the addition of 'SE' before or after the correct name.
Statutes of the company
The statute for a European company must be drawn up in the form of a notarial deed and must include, inter alia:
- the name and registered office of the company
- a statement of the objects of the company
- the duration of the company (it may be established for an indefinite period of time)
- the amount of the share capital expressed in euro
- the number and nominal value of shares
- the number of shares of the various classes and the rights attaching thereto, if different classes of shares are to be introduced
- the names of the founding companies
- the number of members of the administrative and supervisory board, or at least the minimum or maximum number of such members, and the entity entitled to determine the composition of the management board or the supervisory board.
Company registration and registered office
It is subject to registration under the same conditions as a joint-stock company. The competent authority for the entry is the registry court competent for the registered office. The head office must be located in the European Union in the same country as the registered office. The company is registered in the country where its registered office is located in the relevant register of a Member State, e.g. in Poland in the National Court Register. For information purposes, the registration of a company is published in the Official Journal of the European Union after prior publication of an announcement in a domestic publication (for companies with their registered office in Poland, it is the Court and Commercial Monitor).
The registered office of a company may be transferred without any restriction to another Member State without it being necessary to wind up or reorganise it. A company registered as a European company shall automatically be regarded as such in another Member State of the Union. The transfer of the registered office is decided by the shareholders themselves in the resolution.
The taxation of the European Company shall be in accordance with the law in which the company has its registered office. If the country of residence is Poland, the company is a corporate taxpayer (CIT) amounting to 19% or 9% on small income.
If the income is earned in the territory of other European Union countries, it may also be subject to taxation there. This is decided by the double taxation treaties concluded by Poland with other countries.
The Company is a VAT payer.
The provisions concerning the preparation of financial statements applicable to joint-stock companies under the law of their registered office shall apply. The financial statements may be presented in euro. In Poland, this is a requirement for full accounting and auditing of financial statements.
The rules on taxation, competition, intellectual property or insolvency shall apply according to place of establishment. If the documents related to the establishment of the company are prepared in a foreign language, certified translation into Polish the National Court Register shall be accompanied by their.