REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT AND THE COUNCIL The application of Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE)  (Text with EEA relevance)
Date: 2010-11-17
Institutions: European Commission
Subjects: European company, European legal status, company law, report, short-term economic prospects, transnational corporation

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EUROPEAN COMMISSION 

Brussels, 17.11.2010 
COM(2010) 676 final 

REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT AND 
THE COUNCIL 

The application of Council Regulation 2157/2001 of 8 October 2001 on the Statute for a 
European Company (SE) 

(Text with EEA relevance) 

SEC(2010) 1391 

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   EN 

 
 
  
 
REPORT FROM THE COMMISSION TO THE EUROPEAN PARLIAMENT AND 
THE COUNCIL 

The application of Council Regulation 2157/2001 of 8 October 2001 on the Statute for a 
European Company (SE) 

(Text with EEA relevance) 

1. 

INTRODUCTION 

The  European  Company  Statute  ("SE  Regulation")1  was  adopted  on  8  October  2001  after 
more than 30 years of negotiations in the Council. It offered  the possibility to create  a new 
legal form called a European Company, also referred to as an SE after its Latin name Societas 
Europaea. The objectives of the SE Regulation, according to its recitals, were to, inter alia, 
remove obstacles to the creation of groups of companies from different Member States, (…) 
allow  companies  with  a  European  dimension  to  combine,  plan  and  carry  out  the 
reorganisation of their business on a Community scale and to transfer their registered office to 
another  Member  State  while  ensuring  adequate  protection  of  the  interests  of  minority 
shareholders and third parties, (…) to ensure as far as possible that the economic unit and the 
legal unit of business in the Community coincide, (…) permit the creation and management of 
companies with a European dimension, free from the obstacles arising from the disparity and 
the limited territorial application of national company law (…) and (…) to allow companies 
with  a  European  dimension  to  adapt  their  organisational  structure,  and  to  choose  a  suitable 
system  of  corporate  governance  ensuring  efficient  management,  proper  supervision  and  the 
maintaining of the rights of employees to involvement2. 

The SE Regulation is complemented by Council Directive 2001/86/EC on the involvement of 
employees  in  the  SE  ("SE  Directive").  The  deadline  for  adapting  national  legislation  to  the 
European legislation on the SE was set for 8 October 2004, but was met only by 8 Member 
States. The SE Directive was transposed in all Member States only at the beginning of 2007. 

Article 69 of the SE Regulation requires the Commission to present a report on its application 
including proposals for amendments, where appropriate, five years after the entry into force. 
To  gather  the  necessary  data  on  the  practical  application  of  the  SE  Statute  the  European 
Commission's  Directorate  General  for  Internal  Market  and  Services  has  commissioned  an 
external study and consulted stakeholders in a public consultation and at a conference3. 

2. 

APPLICATION OF THE SE STATUTE: THE INVENTORY OF SES 

As of 25 June 2010, 595 SEs were registered in the EU/EEA Member States. The number of 
SEs increased in an exponential way from 2004 to 2008. In 2009 fewer new SEs were created 

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Council  Regulation  (EC)  No  2157/2001  of  8  October  2001  on  the  Statute  for  a  European  Company 
(SE). 
Paragraphs 1, 2, 4, 6, 7, 14 and 21 of the recitals of the SE Regulation. 
The external study of Ernst&Young (hereinafter: "E&Y study"), the summary report of the Consultation 
and 
at: 
http://ec.europa.eu/internal_market/company/se/index_en.htm. 

the  Conference 

information 

26  May 

available 

2010 

the 

on 

of 

is 

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than in 2008, but in 2010 the trend was again an increased number of new SEs created. SEs 
were registered in 21 out of the 30 EU/EEA Member States, with the vast majority (around 
70%) in the Czech Republic or Germany. Very few SEs were registered in Southern European 
Member States, with the exception of Cyprus. 

The  Commission  Staff  Working  Document  accompanying  this  Report  contains  detailed 
information on the inventory of SEs and their characteristics as well as on the SE legislation 
applicable in the different Member States. 

3. 

THE MAIN DRIVERS AND TRENDS 

3.1. 

Positive and negative drivers to set up an SE  

Testimonies  from  companies  reveal  that,  in  general,  the  decision  to  set  up  an  SE  or  not 
depends on  the  particular "business case", i.e. it is  based on a set  of reasons relevant to the 
particular situation of a given company. The reasons may vary and it is difficult to identify a 
general  trend  relevant  for  all  companies.  However  some  reasons  appear  to  have  in  general 
more importance than others, and some seem to be more important in certain Member States 
and sectors of activity than others. Some of these reasons, identified by companies as positive 
or negative drivers, are presented below.  

The European image of an SE is reported to be one of the most important positive drivers. It 
is particularly attractive for companies who seek to stress their European affiliation or want to 
benefit  from  a  European  legal  form,  which  is  better  known  than  their  national  forms,  to 
penetrate  other  Member  States'  markets  without  having  to  set  up  foreign  subsidiaries. 
However,  the  importance  of  the  European  image  varies.  It  is  reported  to  be  an  advantage 
especially for companies in small countries, in Eastern European countries, in Belgium and in 
export-oriented  countries  (e.g.  Germany).  On  the  other  hand,  in  some  Member  States,  in 
specific sectors, a national label is considered to be more marketable than the European label. 

The supra-national character of an SE is reported as a potential advantage in the process of 
conducting cross-border mergers or structural changes in a group (e.g. transforming national 
subsidiaries into branches of the parent company). In particular, it helps to avoid the feeling of 
a  national  ‘defeat’  of  the  management  and  staff  in  the  absorbed  company  or  previous 
subsidiaries.  

The  possibility  to  transfer the  registered  office  to  another  Member  State  is  considered  an 
essential driver and a real comparative advantage of the SE compared to national companies. 
In the absence of a directive on the cross-border transfer of the registered office of a company 
the  SE  remains  the  only  company  form  that  allows  companies  to  transfer  their  registered 
office  to  any  other  Member  State  without  liquidation4.  Reportedly,  this  possibility  is 
particularly attractive for holding companies. However, in practice, only a limited number of 
SEs has transferred their registered office (49 as of 25 June 2010).  

The  possibility  to  use  the  SE  form  as  a  means  to  conduct  a  cross-border  merger  was 
considered an important driver until the entry into force of the Cross-border Merger Directive. 
In  addition,  the  provisions  on  employee  participation  are  reported  by  companies  and  legal 

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However the SE Statute requires that the head office is moved together with the registered office, which 
reduces the advantage. 

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advisors  as  more  flexible  in  the  said  Directive  than  in  the  SE  Statute,  although  this  is 
contested by worker organisations. 

A  number  of  respondents  to  the  public  consultation  mentioned  the  SE's  potential  for 
reorganisation and simplification of the group structure as a positive driver. Reportedly, 
the  transformation  into  an  SE,  including  the  conversion  of  subsidiaries  into  branches,  is 
particularly attractive for companies in the finance and insurance industries. The advantages 
mentioned  are  only  one  supervisory  authority  (instead  of  a  number  of  them  in  all  Member 
States  where  a  company  has  subsidiaries)  and  easier  compliance  with  capital  requirements. 
However,  the  advantages  of  such  restructuring  in  the  form  of  an  SE  are  not  evident  (as  it 
would also be possible by using a national company) unless combined with other advantages, 
such as the European image, the supra-national character of the SE or the possibility of seat 
transfer. 

Respondents to the public consultation mentioned also advantages of the SE form in terms of 
financing (stronger position in negotiations with banks and in bids for EU financial support) 
and the SE’s flexible rules on employee involvement in Member States where these matters 
are regulated by mandatory rules. As regards the latter, both companies and unions report that 
the SE Statute offers the possibility to: (i) negotiate an employee involvement model, thereby 
tailoring it to the specific needs of the company or group, instead of having to comply with 
mandatory national rules; (ii) have a mixture of representatives from different Member States 
instead  of  representatives  only  from  one  Member  State  (this  can  help  to  build  a  European 
employee  consciousness  and  could  be  an  advantage  for  European  wide  groups);  and  (iii) 
reduce the size of the supervisory board to increase its efficiency. Reportedly, the SE form is 
sometimes  used  to  maintain  the  same  system  of  employee  involvement  irrespective  of  an 
increase of the company's workforce5.  

The  set-up  costs,  time-consuming  and  complex  procedures,  and  legal  uncertainty 
together with the lack of hindsight and practical experience of the advisors and competent 
public  authorities  are  reported  as  the  most  important  negative  drivers  when  establishing  an 
SE.  Well-known  examples  of  the  high  cost  of  formation  of  an  SE  include  Allianz  SE  and 
BASF SE, whose costs for reincorporation as an SE amounted to €95 million and €5 million 
respectively. Leaving these cases aside, the average set-up costs for the SEs interviewed in the 
external  study  were  approximately  €784,000  (including  the  tax  and  legal  advisory  costs, 
translation  costs  and  registration  costs).  The  overall  set-up  costs  range  from  approximately 
€100,000 up to figures of between €2 and 4 million.  

Insufficient awareness about the SE amongst the business community in and outside of the 
EU  is  reported  as  being  the  most  significant  problem  in  the  running  of  the  SE.  When 
announcing the adoption of the SE form, the management often has to invest in explaining the 
nature of the SE to business partners (customers, suppliers, banks etc.) and employees.  

Several companies, legal advisors and business associations consider the rules on employee 
involvement  as  a  negative  driver  as,  in  their  view,  they  are  complex  and  time-consuming, 
especially in Member States where the national legislation does not provide for a system of 
worker  participation.  Sometimes  these  rules  are considered  disproportionate,  namely  if  very 
few employees are concerned by the involvement process. The requirement that registration 

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Trade unions report that in Germany the SE has in a few cases been created to maintain the same level 
of  worker  participation  in  the  supervisory  board,  even  though  the  threshold  for  a  national  company 
(either 500 or 2,000 employees) would require a change in the board's worker representation. 

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of an SE cannot be made before the completion of negotiations on employee involvement is 
also sometimes mentioned as an important negative driver, in particular for listed companies 
for  whom  the  certainty  of  procedures  and  of  the  time-frame  for  registration  is  crucial. 
However, these opinions are not shared by the workers' organisations.  

3.2. 

Trends on the distribution of SEs 

The external study and participants to the consultation and conference report that the size of 
national companies is likely to have an affect on the distribution of SEs. It is argued that the 
increased  cost  (especially  the  high  minimum  capital  requirement)  and  complexity  of  setting 
up  an  SE  as  compared  to  a  public  limited-liability  company  constitutes  more  of  a  hurdle  in 
Member States where the national companies tend to be small and medium sized enterprises. 
Poland, Spain, Portugal, Greece and Italy are mentioned as examples of countries where this 
could partially explain the small number of SEs. A respondent to the public consultation also 
mentioned that there is a positive correlation between the number of multinational companies 
and the number of SEs in a given Member State.  

The  knowledge  and  awareness  in  the  legal  and  business  community  about  the  SE  form 
also seems to have an impact. Testimonies suggest that in Member States where the SE form 
has been actively promoted, for instance in the Czech Republic and Germany, there are more 
SEs, whereas in Member States such as Italy or Spain, where information and advice on the 
SE form is not easily available, very few or no SEs have been set up. There could have been 
also  a  positive  spiral  effect:  an  increased  number  of  SEs  in  a  Member  State  had  raised  the 
interest  of  other  companies  in  this  legal  form  which  resulted  in  more  SEs  set  up  in  that 
country.  

The external study also finds that late implementation of the SE Directive in some Member 
States could have had an impact on the level of awareness and  the number of  SEs in  these 
countries6. 

Another trend is that, in general, more SEs have been set up in countries that allow only the 
two-tier corporate governance system, rather than in countries that allow only the one-tier 
system, and very few SEs are set up in countries that already allow both systems. However, 
according  to  some  respondents  to  the  public  consultation  the  choice  of  a  board  structure 
which is unknown in the national law where the SE is registered can result in legal uncertainty 
or practical difficulties. 

As regards the correlation between the distribution of SEs in different Member States and the 
national rules on employee participation stakeholders' views vary. While the external study 
and  the  vast  majority  of  respondents  to  the  public  consultation  agree  that  such  trend,  in 
general7,  exists,  worker  organisations  and  researchers  working  in  the  field  of  labour  law 
disagree with this view.  

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In  countries  that  implemented  the  SE  Directive  in  2006  or  later  (i.e.  Slovenia,  Greece,  Luxemburg, 
Ireland, Bulgaria and Romania) there are few SEs. 
This  trend  is  not  without  exceptions,  notably  in  Slovenia  (0),  Hungary  (3),  Finland  (0),  Denmark  (2) 
and Sweden (9) very few SEs were registered as of 25 June 2010, if any, although these countries have 
relatively extensive rules on worker participation, whereas there were several more SEs registered in the 
United Kingdom (23) and France (19) although these two countries have no or limited rules on worker 
participation. 

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Respondents  to  the  public  consultation  mentioned  also  other  possible  explanations  for  the 
distribution of SEs in the EU/EEA, in particular: (i) the flexibility of certain aspects of the SE 
form  compared  to  national  legal  forms;  (ii)  the  different  value  of  the  European  label;  (iii) 
differing set-up costs and transaction costs of an SE; (iv) tax systems of Member States.  

The high number of shelf SEs in certain Member States, in particular the Czech Republic and 
Germany, also contribute to the explanation of the high number of SEs in these two Member 
States8.  Reportedly  the  creation  of  shelf  SEs  by  professional  providers  in  these  countries 
could  be  explained  by  the  fact  that  the  system  of  shelf  companies  available  for  sale  is 
common there9 and meets specific business needs. According to the respondents to the public 
consultation companies buy shelf SEs mainly to save time and costs and avoid a complex and 
uncertain  formation  procedure.  A  number  of  the  respondents  mentioned  that  shelf  SEs  also 
make it possible to create an SE without having to fulfil a burdensome cross-border element10 
or  go  through  the  negotiations  on  employee  involvement.  The  possibility  to  avoid  heavy 
requirements  is  particularly  important  for  smaller  companies.  On  the  other  hand,  worker 
organisations express concerns that shelf SEs might be used to avoid the SE Directive's rules 
on  worker  involvement.  In  this  context  it  should  be  mentioned  that  there  is  lack  of 
information on many shelf SEs after they have been activated. This could partly be explained 
by  the  fact  that  annual  accounts  are  published  retrospectively.  Another  explanation  is  that 
some  companies,  due  to  their  small  size,  are  exempted  from  publishing  more  than  abridged 
balance sheets and notes on their accounts. Reportedly, in some cases the annual accounts are 
not available in the business registers without any justification for that. 

4. 

PRACTICAL PROBLEMS IN THE APPLICATION OF THE SE STATUTE 

Based on the evidence gathered in the consultations with stakeholders several problems have 
been  identified  in  the  application  of  the  SE  Statute,  both  in  relation  to  the  creation  and  the 
functioning  of  the  SE.  A  more  detailed  explanation  of  the  problems  identified  in  the 
consultations  with  stakeholders  is  presented  in  the  Staff  Working  Document  accompanying 
this Report. 

4.1. 

Creation of an SE 

The initial aim of the SE Statute was to provide a European form for already existing cross-
border businesses of a reasonable size without making it difficult for small and medium sized 
enterprises to form SEs. However, the conference and the public consultation have shown that 
businesses,  in  particular  SMEs,  consider  the  current  formation  conditions  very  burdensome. 
The set-up costs, time-consuming and complex procedures, and legal uncertainty of the 
SE formation process, mostly stemming from the lack of uniformity of the SE Statute and 
the many references to national law, are amongst the most important obstacles discouraging 
businesses  from  establishing  an  SE.  Stakeholders  also  mention  a  heavy  cross-border 
requirement  (in  particular  the  requirement  for  companies  forming  an  SE  to  have  had  a 
subsidiary or a branch in another Member State for at least two years before the SE creation), 

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However these two countries also have the highest number of operating SEs. 
Unlike  in  France  and  Italy  where,  according  to  the  respondents  to  the  public  consultation,  shelf 
companies are not really known or used. 
E.g. to avoid having to fulfil the cross-border requirement for each subsidiary in a group transforming 
into an SE. 

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limited  methods  of  creation  of  an  SE  and  a  high  minimum  capital  requirement  as 
considerable obstacles.  

As  regards  the  limited  methods  of  creation,  participants  to  the  conference  and  the 
consultation  mentioned  especially  the  lack  of  possibility  to  create  an  SE  directly  by  private 
limited liability companies by means of cross-border merger or transformation and the lacking 
possibility to create an SE by way of division as areas where adjustments could be considered. 
The  possibility  to  allow  an  SE  to  be  set  up  by  way  of  division  is  related  to  the  question  of 
broadening  the  concept  of  merger  in  Article  17(2)  of  the  SE  Regulation  (cf.  Article 
69(b)).  A  respondent  to  the  consultation  argues  that  division  is  an  obvious  instrument  for 
restructurings both within and across the boarders of a Member State and that a cross-border 
division whereby an SE could be formed would be easier and less time-consuming than the 
alternatives  that  already  exist11.  It  is  also  argued  that  although  there  is  no  legislation  at  EU 
level on cross-border divisions, the jurisprudence of the European Court of Justice in the Sevic 
Case  (C-411/03)  has  already  made  it  possible  to  carry  out  a  cross-border  division  when  the 
companies involved are governed by the laws of different Member States. On the other hand 
the  external  study  argues  that  allowing  an  SE  to  be  set  up  through  division  would  lead  to 
further dividing the economic and legal unit of a group of companies rather than simplifying 
the group12.  

Some stakeholders (companies, including SEs, legal advisers and business associations) also 
find the SE's employee involvement rules, in particular the negotiation procedure related to 
the setting up of an SE, complex and time-consuming. However, according to the trade unions 
these negotiations are not a burden, but rather a necessary mechanism allowing for a proper 
dialogue between the management and the employees of a company. On the other hand, the 
unions express a concern that the SE rules are not fully adapted to all situations. In particular, 
the SE Statute does not contain a clear rule on whether a shelf SE can be registered or not, 
given  that  there  are  no  negotiations  on  employee  involvement  as  neither  the  SE  nor  the 
participating companies have employees at the time of the SE's creation. 

4.2. 

Life of an SE 

A number of respondents to the public consultation find the requirement that the registered 
office and the head office of an SE shall be located in the same Member State (or, in some 
Member States, in the same place) an obstacle in practice13. The Statute provides for a severe 
sanction (liquidation) if the SE does not comply with this requirement. Since the adoption of 
the SE Statute significant developments have occurred that have changed the approach to the 
question of companies' seat. In particular, the jurisprudence of the European Court of Justice 
has opened the way for acceptance of the principle of separation of registered and head office 
in the European Union14. Furthermore, according to some stakeholders the real seat principle 
is difficult to apply in practice in a modern world where the location of the headquarters of an 

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The alternatives are: (i) a national division and a subsequent cross-border merger, which can be carried 
out  on  the  basis  of  the  SE  Regulation  or  Directive  2005/56/EC  and  –  if  the  cross-border  merger  is 
carried out on the basis of Directive 2005/56/EC – finally a conversion of the acquiring company into 
an SE, or (ii) a national division, followed by a conversion of the acquiring company into an SE and a 
subsequent transfer of the registered office of the SE.  
Moreover,  none  of  the  SEs  interviewed  by  the  contractors  of  the  external  study  and  none  of  the 
respondents to the consultation mentioned the limited methods of formation as a negative driver. 
Cf. Article 69(a) of the SE Regulation. 
See cases Centros (C 212/97), Überseering (C 208/00), Inspire Art (C 167/01), SEVIC (C 411/03) and 
Cartesio (C 210/06). 

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international  company,  the  place  where  the  strategic  decisions  are  taken,  is  not  easy  to 
determine. The principle where the applicable company law is determined by the law of the 
country  of  the  SE's  registered  office  is  straightforward  and  easy  to  identify.  Moreover,  the 
possibility to separate the registered and head office of the SE could make it an attractive tool 
for simplification of the group structure15 and it could be a step towards having the economic 
unit and the legal unit of business groups in the EU coincide better. The external study argues 
in  favour  of  the  separation.  It  is  also  supported  by  businesses'  testimonies,  but  opposed  by 
other  stakeholders,  e.g.  some  Member  States  and  trade  unions.  They  fear  that,  inter  alia,  a 
possibility to separate the registered and the head office could make the fiscal control difficult 
to apply due  to the  lack  of  transparency of information about companies registered in  other 
Member States.  

Some  respondents  to  the  public  consultation  mentioned  a  number  of  practical  problems 
arising from the differences in national rules in the process of transferring the SE’s registered 
office and from burdensome or unclear rules on the SE’s internal organisation. Participants to 
the conference suggested that the SE Statute should offer more flexibility to the founders and 
shareholders on the internal organisation of the SE, even if such flexibility is not available to 
national companies in the Member State of the SE's registration16. This would also reduce the 
number of references to national legislation. However, as this would result in the SE being in 
direct competition with the national legal forms, a doubt was expressed as to how much could 
be achieved politically on this issue. 

A  number  of  stakeholders  indicated  several  interpretational  problems  with  the  SE  Statute’s 
provision on conversion of an existing SE into a national company.  

A  number  of  respondents  to  the  public  consultation  and  trade  union  representatives  at  the 
conference mentioned also the lack of clear rules on employee involvement when a shelf SE 
is  activated  or  structural  changes  occur  after  the  SE’s  creation.  In  trade  unions’  view  this 
poses a risk that the employee involvement rules can be circumvented. 

The SE Statute, in its Article 69(c), requires the Commission to study whether it is appropriate 
to  revise  the  jurisdiction  clause  in  Article  8(16)  of  the  SE  Statute  in  the  light  of  any  future 
changes in the European or national laws in the area covered by the 1968 Brussels Convention 
(“Convention”)17
 . This revision clause was added to take into account any necessary changes 
of the rules on jurisdiction following the adoption of the Council Regulation (EC) 44/2001 of 
22  December  2000  (“Brussels  I  Regulation”)  which  replaced  the  Convention.  This  was 
necessary as the Brussels I Regulation, discussed at the same time as the SE Regulation, was 
adopted after the discussions on the SE Statute ended. Article 8(16) of the SE Statute provides 
that  after  the  transfer  of  the  registered  office  to  another  Member  State,  an  SE  may  still  be 
considered  as  having  its  registered  office  in  the  Member  State  where  the  SE  was  registered 
prior to the transfer insofar as its dealings before the transfer are concerned. This rule permits 
to bring legal proceedings with respect to dealings of the SE which were undertaken before 
the transfer in the Member State where the SE was registered at that time. It must be read in 
conjunction  with  the  applicable  jurisdiction  rules,  in  particular  Article  2  and  60  of  the 
Brussels I Regulation which permit proceedings against a company to be brought, inter alia, 

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The SE could register its subsidiaries in one Member State, and thus the entire group could be governed 
by  only  one  company  law  regime,  whilst  having  the  head  offices  of  each  subsidiary  located  in  other 
Member States, where they would conduct the actual business. 
Cf. Article 69(d) of the SE Regulation. 
Convention  of  27  September  1968  on  Jurisdiction  and  the  Enforcement  of  Judgments  in  Civil  and 
Commercial Matters. 

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before the courts of the Member State where the company has its statutory (registered) office. 
Article  8(16)  thus  widens  the  scope  of  jurisdiction  for  legal  proceedings  against  an  SE 
compared to what is possible for other types of companies under the Brussels I Regulation. To 
the knowledge of the Commission the rule of Article 8(16) has not yet been used in practice. 
Also,  it  is  doubtful  whether  the  rule  adds  much  to  the  existing  jurisdiction  rules  in  the 
Brussels I Regulation, which already permit legal proceedings to be brought before the courts 
of  the  Member  State  where,  for  instance,  a  contract  is  performed  or  damages  are  caused  or 
felt. Nevertheless, the Commission sees no reason at this stage to change the current rule.  

5. 

ADMINISTRATIVE BURDENS 

The  Centre  for  European  Policy  Studies  has  made  a  measurement18  of  the  administrative 
burdens  contained  in  the  SE  Regulation.  According  to  the  measurement  the  SE  Regulation 
imposes  administrative  burdens  of  €5.2  milli on  annually.  This  represents  0.04%  of  the 
€12.1bn administrative burden measured in the a nnual account/company law area in February 
200919. However, it should be noted that administrative burdens cover administrative costs of 
all  required  information  obligations  regardless  of  whether  or  not  these  obligations  are 
necessary  to  protect  legitimate  stakeholder  interests.  The  High  Level  Group  of  Independent 
Stakeholders on Administrative Burdens (HLG)20 underlines that any future reform of the SE 
Statute  should  also  take  into  account  the  aspect  of  reducing  administrative  burdens.  It 
suggests  looking,  in  particular,  at  the  possibilities  to  reduce  the  information  obligations 
associated  with  reporting,  publication  of  information,  use  of  independent  experts  and 
requirements for meetings21. 

6. 

CONCLUSION  

The external study concludes that the original objectives of the SE Statute have been achieved 
to some extent, but the situation could still be improved.  

The  European  Company  has  made  it  possible  for  companies  with  a  European  dimension  to 
transfer  the  registered  seat  cross-border,  to  better  reorganise  and  restructure  and  to  choose 
between different board structures, while maintaining the rights of employees to involvement 
and  protecting  the  interests  of  minority  shareholders  and  third  parties.  The  European  image 
and supra-national character of the SE are other positive aspects of the SE. 

However, six years of experience with the SE Regulation have shown that the application of 
the  Statute  poses  a  number  of  problems  in  practice.  The  SE  Statute  does  not  provide  for  a 
uniform  SE  form  across  the  European  Union,  but  27  different  types  of  SEs.  The  Statute 
contains  many  references  to  national  law  and  there  is  uncertainty  about  the  legal  effect  of 
directly  applicable  law  and  its  interface  with  national  law.  Furthermore,  the  uneven 
distribution  of  SEs  across  the  European  Union  shows  that  the  Statute  is  not  adapted  to  the 
situation of companies in all Member States.  

18 
19 

20 

21 

http://ec.europa.eu/enterprise/policies/better-regulation/files/abst09_ceps_extension_en.pdf. 
This  measurement  was  based  on  8  of  the  most  burdensome  Directives  in  the  area.  See 
http://ec.europa.eu/enterprise/policies/better-regulation/files/abst09_companylaw_en.pdf. 
The  HLG  was  set  up  to  advise  the  European  Commission  on  the  Action  Programme  for  Reducing 
Administrative Burdens in the EU, see Commission Decision of 31.08.2007, C(2007)4063, Article 2. 
HLG opinion of 20 May 2010, paragraph 30. 

EN 

9 

   EN 

                                                 
Any  considerations  of  amendments  to  the  SE  Statute  to  tackle  the  practical  problems 
identified by various stakeholders will have to take into account that the SE Statute is a result 
of  a  delicate  compromise  following  lengthy  negotiations.  The  Commission  is  currently 
reflecting  on  potential  amendments  to  the  SE  Statute,  with  a  view  to  making  proposals  in 
2012, if appropriate. Any such amendments, if put forward, would need to be carried out in 
parallel  with  any  possible  revision  of  the  SE  Directive,  which  would  be  subject  to  the 
consultation of social partners in accordance with Article 154 of the Treaty. More generally, 
any  measures  which  the  Commission  would  propose  as  a  follow-up  to  the  present  report 
would be subject to better regulation principles, including an impact assessment. 

EN 

10 

   EN