The European Company is a company that can be formed on the territory of the European Union, and that works on the base of a founding and management regime common to all EU countries, instead of following the individual state regulations of the country where it is situated. A Member State may also impose European companies registered in its territory the duty to let the central management location coincide with the registered office.
The European company works through its bodies. Associates can choose between two models of organization, one simpler and one more complex: the first, with only two bodies: the partners meeting and administrative body (monistic model); the second, with three bodies: partners’ meeting, management body, supervisory body (dual model).
The European Company’s Statute was adopted by regulation, directly applicable in the Member States of the EU from the time of it came into force. Furthermore, the directive that completed the European Company’s statute was transposed, in regards to the involvement of employees (dir. 86/2001 /EC, implemented by Legislative Decree no. 188/2005). The capital is divided into shares and the share capital cannot be less than 120,000 euro, it can be higher if the company carries out certain determined activities. The European company acquires legal personality with the registration in the registrar of companies of the state where it was incorporated with advertising in the Official Journal of the European Community in virtue of informative advertising. For acts performed in the name of European society before its registration, those who did them are joint and indefinitely responsible, unless otherwise agreed. The registered office has to be established in one of the EU member countries.
There are four ways to form the company:
Merger or merger by incorporation: if at least two of the joint stock companies are subject to the law of different Member States, the management and supervisory bodies draw up a merger plan of the stock companies, in the stock bulletin the type, company name have to be published. The board meeting of each company gives approval to the merger plan by a majority of two thirds of the share capital represented. The legitimacy check on the merger is carried out for each company. Within 6 months from the issue, the regularity certificate coming from different countries has to be sent. The merger and the founding take effect from the date when the European company is registered in the Member State. After registration, no voidness can be declared.
Formation of an SE holding company or subsidiary SE: if at least two of stock companies or limited companies are subject to the law of different Member States, the commercial enterprise can form, subscribing the shares, a subsidiary SE provided that at least two of them are subject to the laws of different member States or that they have, since at least two years, a subsidiary company governed by the law of another member state, or that they have a branch always located in another state. Transformation: if the transforming company is a Stock Company formed according to the law of a Member State and having its registered office and central administration in the Community. The transformation of European Company into a Stock Company can take place after two years from the registration in the registrar of companies. It is necessary to draw up the transformation project with the relevant resolution of the new statute accepted by at least two-thirds of the votes of the shareholders’ meeting. Formation of a European Holding Company: the process of formation a European holding company is divided into phases. The first is to draw up a founding project; later the company name, the seat, the exchange ratio of shares or quotas, additional special rights are advertised. The contributions of the companies that will form the holding must be of at least 50% + 1 of the shares always remembering that the minimum share capital required is of 120,000 euro