scholarly journals THE EUROPEAN COMPANY (SOCIETAS EUROPAEA) ON RIND SIGHT

2016 ◽  
Author(s):  
Liviana Andreea Niminet
Keyword(s):  
European Union ◽  
Limited Liability ◽  
European Union Law ◽  
Legal Form ◽  
European Company ◽  
Eu Countries ◽  
Advantages And Disadvantages ◽  
Legal Structure ◽  
Societas Europaea ◽  
A Company

The article deals with the rind aspects of European Company (also known by its Latin name Societas Europaea or SE), a “type of public limited-liability company regulated under European Union law”. Although this form of company was proposed more than 40 years ago, it was only in 2001 when the Council issued Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company defining the European company (SE) as “a legal structure that permits a company to operate in different European Union (EU) countries under a single statute”, as determined by the law of the Union and common to all EU countries. Being a new legal form, the SE coexists with the corporate forms that already were in each Member Statebeing governed by both European Regulation and national law. As it follows we address the rules, classification, conditions for settling an SE, organization structures, tax harmonization, employee involvement in the SE, advantages and disadvantages of SEs, as well as the opportunity of SPEs.

scholarly journals CROSS–BORDER MERGERS – THE CONCEPT AND ITS IMPLEMENTATION INTO THE LEGAL ORDER OF THE SLOVAK REPUBLIC CEZHRANIČNÉ ZLÚČENIE ALEBO SPLYNUTIE

2013 ◽  
Vol 2 (2) ◽  
pp. 54-60
Author(s):  
Jarmila Lazíková ◽  
Lucia Belková ◽  
Zuzana Ilková ◽  
Jana Ďurkovičová
Keyword(s):  
European Union ◽  
Slovak Republic ◽  
Limited Liability ◽  
Legal Order ◽  
Central Administration ◽  
The European Union ◽  
European Union Law ◽  
Legal Form ◽  
Cross Border ◽  
Registered Office

Abstract Cross-border mergers are regulated by the Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on crossborder mergers of limited liability companies. This article deals with the issue of cross-border mergers of limited liability companies within the internal market of the European Union, more precisely it analyzes the question of the concept of a cross-border merger under the European Union law and its implementation into the national legal order of the Slovak Republic. The legal definition of a cross-border merger under the European Union law comprises three key conditions that must be met cumulatively: cross-border merger is applicable only for a business company formed in accordance with the law of an EU Member State, having its registered office, central administration or principal place of business within the Community, and at the same time business company must be in an eligible legal form and a cross-border element must be given.

Selected problems concerning formation of a holding SE (societas europaea)

2003 ◽  
Vol 4 (2) ◽  
pp. 107-126 ◽  
Author(s):  
Krzysztof Oplustil
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Joint Stock Company ◽  
Stock Company ◽  
European Company ◽  
European Company Law ◽  
Societas Europaea ◽  
Council Regulation ◽  
Operation Results ◽  
A Company

Formation of a holding SE is one of the four ways of establishing a European Company (societas europaea- ‘SE') as regulated in the Council Regulation No 2157/2001 on the Statute for a European Company (cited below: SE-Reg.). It is also an original way of European company law to create a joint stock company. It's true that companies are making use of the holding structure in order to combine their economic potentials and to create international groups of enterprises. But, as it was in the case of the formation of theAventis S.A., the holding structures usually come into existence by means of an increase of the subscribed capital in an existing company. The new shares are issued to the shareholders of another company who pay for it with the shares of their company. The operation results in formation of a holding structure in which the company that increased its capital, becomes a holding company dominating a company or companies the shares of which were contributed. The formation of a holding SE is guided by the similar idea: an exchange of the shares of national private or public limited liability companies into the shares of a European Company. However, in contrast to the Aventis like-cases, the dominant company, i.e. the SE, does not exist yet but has to be created by the companies according to the provisions of the SE-Regulation. This fact as well as many legal gaps existing in the scanty regulation of holding formation and the necessity to apply both the provisions of European and national law concomitantly may lead to many legal problems some of which will be presented below.

scholarly journals Some Current Problems with the Regulation of Limited Liability Companies in Serbia

2020 ◽  
Vol 1 (1) ◽  
pp. 131-145
Author(s):  
Vladimir Marjanski ◽  
Attila Dudás
Keyword(s):  
European Union ◽  
Legal Status ◽  
Limited Liability ◽  
Company Law ◽  
The European Union ◽  
Legal Form ◽  
Legal Norms ◽  
Legal Forms ◽  
A Company

In Serbia, the legal status of limited liability companies (LLCs; društvo sa ograničenom odgovornošću, d.o.o.) is for the most part regulated by the Companies Act (Zakon o privrednim društvima). All four basic legal forms of company are regulated by this Act. Unlike in Austria and Germany, there are no special laws on LLCs and joint stock companies (JSCs). Regulating all legal forms of a company with the same act, including procedures for their liquidation, status changes (acquisition, merger, division, and spin-off), and changes of legal form, may be considered a conceptual shortcoming of the regulation relating to LLCs and of company law in Serbia in general. A specific law would enable legislators to tailor detailed rules pertaining only to LLCs, in which all peculiarities of this legal form of companies might be better addressed. Furthermore, there are relatively numerous legal norms applicable to JSCs, the appropriate application of which is can be legally extended to LLCs. However, most of them are not conceptually applicable due to the different nature of JSCs and LLCs. In addition, company law will have to undergo significant changes in upcoming years due to the process of accession of Serbia to the European Union and the fulfilment of the conditions contained in chapter 6 of the accession negotiations pertaining to company law.

scholarly journals Models of Bankruptcy Procedures in European Union

2016 ◽  
Vol 3 (2) ◽  
pp. 46
Author(s):  
Pawel Dec ◽  
Piotr Masiukiewicz
Keyword(s):  
European Union ◽  
Business Environment ◽  
Weak Signals ◽  
European Company ◽  
Eu Countries ◽  
Eu Member States ◽  
Main Thesis ◽  
Bankruptcy Procedure ◽  
The Many ◽  
Insolvency Proceedings

This paper focuses on the analysis of comparative models bankruptcy in selected EU countries and the evaluation of the effectiveness of the insolvency proceedings. These models are quite similar in the countries concerned; also they give the opportunity to the many variants of the bankruptcy procedure. The main thesis of the article is—so far developed and applied models of bankruptcy are still insufficient and need to be improved and reorientation to a greater extent, particularly concerning the taking into account of weak signals from the business environment. The authors analyzed the relevant theories of the firm and its reference to bankruptcy, presented various models of insolvency procedures in selected EU member states, analyzed the so-called European Company for bankruptcy. Complementing the paper detailed research on the effectiveness of insolvency proceedings in many countries. Included in the text of the conclusions show the shortage of both in theory and in practice, a comprehensive solution to the problem of insolvency proceedings.

scholarly journals Agricultural co-operatives: perspectives for the 21st Century

2012 ◽  
Vol 48 (No. 4) ◽  
pp. 166-170
Author(s):  
B. Boučková
Keyword(s):  
European Union ◽  
Limited Liability ◽  
The European Union ◽  
Social Field ◽  
Eu Countries ◽  
The Social ◽  
The Future ◽  
The Individual ◽  
New Generation

Agricultural co-operatives play an important role in the European Union, as can be proved by their numbers in the individual EU countries. However, they have diversified during the last decades and developed from the “classical” co-operative of the Rochdale type into several forms, which do not always fully observe all the recognised co-operative principles. These are namely the share co-operatives, daughter co-operatives, “New Generation Co-operatives” and limited liability co-operatives. Among the individual EU countries, there are also considerable differences with regard to the co-operative legal frame. For the future, co-operatives can play important role both in the economic field and in the social field.

European Legal Forms – Underlying Systematic and Principles

2020 ◽  
Vol 17 (5) ◽  
pp. 478-521
Author(s):  
Stefanie Jung
Keyword(s):  
National Level ◽  
Company Law ◽  
Legal Form ◽  
Continuous Growth ◽  
European Company ◽  
European Company Law ◽  
Societas Europaea ◽  
Level Problem ◽  
Legal Forms ◽  
Societas Privata Europaea

AbstractOver the last decades, European company law experienced a continuous growth in significance. Along with the European company law directives, European legal forms constitute the two pillars of European company law. In the course last 35 years, three European legal forms – namely the European Economic Interest Grouping (EEIG), the Societas Europaea (SE) and the Societas Cooperativa Europaea (SCE) – were introduced. In contrast, the introduction of four other legal form projects on the European plane (inter alia the Societas Privata Europaea (SPE)) failed. This paper will attempt to identify whether there are underlying principles and systematics to the functioning of these established and envisaged European legal forms. This approach shall contribute to the development of an overall concept for European legal forms. In this regard, the article examines the historical development of European legal forms and their significance for the practice of European company law. On this account, also these legal forms’ functions – in particular their effect on the competition between EU and national level – will be discussed. To complement these considerations, the paper studies the regulatory technique and the associated multi-level problem.

scholarly journals Beneficiario efectivo de los intereses, abuso de derecho y libre circulación de capitales: a propósito de la STJUE de 26 de febrero de 2019 = Beneficial owner of interests, abuse of rights and free movement of capitals: by purpose of The Judgment Of The Court 26 February 2019

2020 ◽  
Vol 12 (1) ◽  
pp. 550
Author(s):  
Carlos María López Espadafor ◽  
David García Guerrero
Keyword(s):  
European Union ◽  
General Principle ◽  
Free Movement ◽  
European Union Law ◽  
Member States ◽  
Grand Chamber ◽  
A Company ◽  
Free Movement Of Capital

Resumen: La STJUE de 26 de febrero de 2019 puede aportar herramientas útiles a las Administraciones tributarias de los Estados miembros para interpretar y aplicar el Derecho de la Unión Europea en materia de exención en origen de los intereses que se satisfacen por una entidad a otra al amparo de la Directiva 2003/49. El punto clave es determinar si una sociedad es beneficiario efectivo de los intereses. Esta Sentencia delimita escenarios en los que existe abuso de derecho frente a los supuestos en que simplemente no se da la condición de beneficiario efectivo. Se subrayan ciertas situaciones en las que se ha violado la libre circulación de capitales.Palabras clave: beneficiario efectivo, abuso de derecho, principio general de prohibición de prácticas abusivas, libre circulación de capitales.Abstract: The Judgment Of The Court (Grand Chamber) 26 February 2019 can contribute useful tools to the Tax Administrations of the Member States when interpreting and applying European Union law in respect of exemption of interest and royalty payments which are satisfied by one entity to another one according to the Directive 2003/49. The key point is to determine if a company is a beneficial owner of the interests. This Judgment provides arrangements in which there is abuse of rights against the cases where the beneficial owner condition simply does not exist. It highlights certain situations in which the free movement of capital has been violated.Keywords: beneficial owner, abuse of rights, general principle prohibiting abuse, free movement of capital.

The European Company – A Challenge to Academics, Legislatures and Practitioners

2003 ◽  
Vol 4 (4) ◽  
pp. 309-331 ◽  
Author(s):  
Christoph Teichmann
Keyword(s):  
European Commission ◽  
Corporate Law ◽  
Company Law ◽  
Tax Law ◽  
Legal Form ◽  
Corporate Groups ◽  
European Company ◽  
European Company Law ◽  
Societas Europaea ◽  
Legal Forms

The European Company – or Societas Europaea (SE) – has been referred to as the “flagship of European Company Law”. This is certainly true if one considers the ambitious origins of the project. In 1970, the European Commission presented the first draft of the Statute for a European Company. A completely autonomous European legal form was intended, freely floating above the national legal forms and based solely on the sturdy branch of a purely European corporate law. The text of 1970 was, in substance, a complete code of corporate law. From the management structure to shareholders’ actions, from the law of corporate groups (Konzernrecht) to accounting law, from tax law to co-determination – every regulation required in a modern corporate law was provided for.

Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud

2018 ◽  
Vol 15 (2) ◽  
pp. 270-307 ◽  
Author(s):  
Ariel Mucha ◽  
Krzysztof Oplustil
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Eu Law ◽  
Minority Shareholders ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Court Of Justice ◽  
Registered Office ◽  
Grand Chamber ◽  
A Company

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer to two pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

scholarly journals Will the sup be an Effective Legal Form for smes as Well as for Subsidiaries within the European Union?

2017 ◽  
Vol 4 (3) ◽  
pp. 246-287
Author(s):  
Hylda Boschma ◽  
Hanny Schutte-Veenstra
Keyword(s):  
European Union ◽  
Limited Liability ◽  
Limited Liability Company ◽  
The European Union ◽  
Legal Form ◽  
Member States ◽  
National Legislation ◽  
Legal Forms ◽  
Common Label

In 2014, the Commission published a proposal for a Directive that introduces a single- member private limited liability company, under a common label: Societas Unius Personae (sup), into the national legislation of the eu-Member States. In this publication it is examined what kind of legal forms of capital companies already exist in the eu-Member States and whether the sup is a welcome addition. The proposed legal form of the sup is analysed in order to answer the question whether the sup is an appropriate legal form for smes and subsidiaries. Furthermore attention is paid to issues which generally arise when the European legislator attempts to introduce a new legal enterprise-form, such as the sup. The authors conclude that there are no irreconcilable differences between the laws of the eu-Member States that might hinder the introduction of the sup. Also the European principles of subsidiarity and proportionality will not constitute an obstacle.

Sign in / Sign up

Export Citation Format

Share Document