COMMISSION STAFF WORKING DOCUMENT Accompanying document to the  Report from the Commission to the European Parliament and the Council on the application of Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company (SE)  COM(2010) 676
Date: 2010-11-17
Institutions: European Commission
Subjects: EU law - national law, European Commission, company law, national law, report

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EUROPEAN COMMISSION 

Brussels, 17.11.2010 
SEC(2010) 1391 final 

COMMISSION STAFF WORKING DOCUMENT 

Accompanying document to the 

Report from the Commission to the European Parliament and the Council on the 
application of Council Regulation 2157/2001 of 8 October 2001 on the Statute for a 
European Company (SE) 

COM(2010) 676 

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   EN 

 
 
 
  
 
 
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 main idea behind the SE Regulation was to make it easier for companies and 
groups  with  a  "European"  dimension  to  combine,  plan  and  carry  out  the  reorganisation  of 
their business on an EU scale. 

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.  

This Staff Working Document accompanies the Commission Report. It provides a description 
of the inventory of SEs and the implementation of the Member State options contained in the 
SE Regulation, as well as more detailed description of the practical problems encountered in 
the course of setting up or running an SE. 

2. 

APPLICATION OF THE SE STATUTE 

2.1. 

The inventory of SEs and their characteristics2 

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 
than in 2008, but in 2010 the trend was again an increased number of new SEs created. The 
number of new SEs set up each year from 2004 to mid-2010 was 9 in 2004, 16 in 2005, 35 in 
2006, 88 in 2007, 179 in 2008, 156 in 2009 and 112 in 2010 as at 25 June3. Reportedly 6 SEs 
have been liquidated4 and 1 SE converted to a national legal form (German GmbH).  

For the purpose of the inventory of SEs, four types of SEs can be distinguished: (1) SEs with 
more  than  a  few  employees;  (2)  SEs  that  have  activities  but  no  or  very  few  employees;  (3) 
SEs  that  seem  to  be  operating  but  on  which  there  is  no  information  on  the  number  of 
employees; (4) shelf SEs, i.e. SEs with no activities or employees that are usually set up by 
professional  company  providers  with  the  purpose  of  selling  them  afterwards  to  interested 
buyers.  SEs  mentioned  in  points  (1)-(3)  are  hereafter  referred  to  as  "non-shelf"  SEs.  The 
presentation of the inventory of SEs below is supplemented with more detailed information in 
Annexes 1 to 6.  

1 

2 

3 

4 

Council  Regulation  (EC)  No  2157/2001  of  8  October  2001  on  the  Statute  for  a  European  Company 
(SE). 
Facts  and  figures  are  extracted  either  from  the  database  "The  European  Company  (SE)  Fact  sheets" 
(hereinafter:  "ETUI  database")  available  at  http://ecdb.worker-participation.eu/  (this  database  is 
managed and updated by the Research department of the European Trade Union Institute (ETUI), which 
is financially supported by the EU) or from the "Study on the operation and the impacts of the Statute 
for  a  European  Company"  of  2009,  (hereinafter:  "E&Y  study")  commissioned  by  the  Commission  to 
Ernst 
at: 
study 
http://ec.europa.eu/internal_market/company/se/index_en.htm). 
The figures for the years 2004 to 2008 are extracted from the E&Y study. The data for 2009 and 2010 
rely on the ETUI database. 
2 German, 2 from Cayman Islands, 1 from UK, 1 Latvian. 

complete 

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As of 25 June 2010, 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. Around 10% of the SEs 
were listed companies5. Approximately 25% of all SEs had five or more employees of which 
half  were  registered  in  Germany.  6%  of  all  SEs,  most  of  them  registered  in  the  Czech 
Republic, had less than 5 employees. 14% of all SEs were operating but seemed to have no 
employees.  This  type  of  SEs  accounted  for  at  least  half  of  the  SEs  in  the  Netherlands,  the 
United Kingdom, Ireland, Denmark, Poland and Spain. Around 42% of all SEs seemed to be 
operating but no information was available on the number of employees. A large majority of 
them  were  registered  in  the  Czech  Republic  and  a  substantial  percentage  in  France, 
Luxembourg, Cyprus, Belgium and Liechtenstein. The remaining 13% were shelf SEs not yet 
activated6 as at 25 June 2010. 95% of these shelf SEs were registered in the Czech Republic, 
Germany or Slovakia. Further 36% of all SEs were originally set up as shelf SEs but had been 
activated7. 

49 SEs had transferred their registered office from one Member State to another. Whereas 
the  United  Kingdom  (13)  and  Cyprus  (6)  were  the  most  frequently  chosen  destinations,  the 
largest number of SEs moved away from the Netherlands (17), Luxembourg (9), Germany (7) 
and the Nordic countries (6). Almost all SEs that had transferred their registered office were 
operating SEs. Most of them had no employees, but at least 20% of the transfers involved SEs 
with 5 or more employees. More than 80% of the SEs of which activities were known were 
active in the services sector (55% in the financial services sector alone) and 8% in the metal 
sector. The trend shows an increase in seat transfers from year to year8.  

Concerning the method of creation of an SE the trends vary considerably from one Member 
State to the other and depend on whether or not setting up of shelf SEs is excluded from the 
calculation of statistics. If shelf SEs are excluded, setting up an SE through conversion of a 
public  limited-liability  company  was  in  general  the  most  frequently  used  method  (40%), 
followed by a cross-border merger between public limited-liability companies (25%), setting 
up a common subsidiary SE (18%), setting up a SE subsidiary by an existing SE (10%) and 
setting up a holding SE (7%)9.  

Regarding  the  legal  form  of  the  founding  companies,  apart  from  public  limited  liability 
companies,  also  private  limited-liability  companies  have  participated  in  the  creation  of  SEs 
when  it  was  legally  possible  (i.e.  creation  of  a  holding  SE  and  a  common  subsidiary  SE). 
Private limited-liability companies, of which a majority were German, participated in almost 
60% of the cases of the creation of (non-shelf) holding SEs and close to 80% of the cases of 
the establishment of (non-shelf) common subsidiary SEs10. Private limited-liability companies 
have  also  participated  in  setting  up  SEs  through  merger  and  conversion,  but  only  after  first 
having transformed into a public limited-liability company11. Other types of companies were 
seldom founders of SEs.  

5 
6 
7 

8 
9 
10 
11 

E&Y study, page 200. 
i.e. had been sold and started to conduct activity. 
See Annex 1 for more details on the distribution of different types of SEs across the EU/EEA Member 
States. 
See Annex 2 for more details on the inventory of seat transfers. 
See Annex 3 for more details. 
These findings are extracted from the data contained in Appendix 2.3. of the E&Y study. 
According to several German sources this is quite common in Germany. 

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Concerning  the  nationality  of  the  founding  companies  there  is  a  trend  that  in  most  cases 
where  a  German  company  participated  in  the  founding  of  a  non-shelf  SE,  the  SE  would  be 
registered in Germany12. Only in 2% of all cases had an SE been set up in a Member State 
where neither of its founding companies was registered. 

The SE is typically a corporate form chosen by groups of companies. 75% of the non-shelf 
SEs  were  parent  companies,  whereas  only  around  20%  of  them  were  subsidiaries  and  less 
than 5% were independent companies13.  

The fields of activities for non-shelf SEs mirror to a large extent the sizes of the economic 
sectors  in  the  EU.  However,  there  were  even  more  SEs  in  the  services  sector  as  a  whole 
compared to the economy at large (85% vs. 72%). On the other hand, there were fewer SEs, 
for instance, in the construction sector compared to the economy at large (2% vs. 6%). The 
most  dominant  field  of  SEs'  activities  were  finance  and  insurance  (31%)  and  other  services 
(27%). Other fields of activities were real estate (14%), manufacturing (12%) and wholesale 
and retail trade (11%)14. 

Concerning  the  board  structure,  in  almost  all  Member  States  (except  the  Netherlands  and 
Spain)  a  majority  of  non-shelf  SEs  had  chosen  the  same  board  structure  (one-tier15  or  two-
tier16)  as  the  one  available  to  or  commonly  used  by  the  national  public  limited-liability 
companies  in  that  Member  State.  Since  most  SEs  were  set  up  in  Member  States  where  the 
two-tier board structure is the most common system, the result is that a majority of SEs have 
also chosen a two-tier board structure. However, a one-tier board structure was chosen more 
often  in  Member  States  with  a  two-tier  board  system  than  the  contrary.  Furthermore  in  all 
Member  States  that  allow  both  the  one-  and  two-tier  system  for  national  public  limited-
liability companies, a majority of the SEs had chosen the one-tier system. In general, very few 
SEs are set up in countries that already allow both systems. The one-tier board structure was 
preferred by a majority of the SEs without employees and by around 40% of the SEs with 5 or 
more employees17. Most often the size of the board remained the same (in the vast majority of 
cases  the  board  before  and  after  the  SE  creation  was  composed  of  2-5  members).  In  cases 
where the board's size had changed, the number of board members had more often increased 
than decreased18.  

Almost 70% of all SEs, most of them shelf SEs, were created with a subscribed capital equal 
to the minimum capital requirement of €120,000. Ar ound one third of all non-shelf SEs, most 
of  which  came  from  Germany,  were  set  up  with  an  initial  subscribed  capital  of  above  €10 
million. 8% of the SEs had raised their subscribed capital after their formation19.  

The  average  balance  sheet  total  of  non-shelf  SEs  was  €524  million,  the  highest  average 
coming  from  German  SEs  (€1,586  million).  In  countries  like  Belgium  and  Slovakia  the 
average balance sheet total was much lower (€17 million and €4 million respectively). Based 

12 

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15 
16 
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18 
19 

According to the information in the "Factsheets on established SEs" of the "Study on the operation and 
the impacts of the Statute for a European Company" this was true in 57 out of 62 cases. 
E&Y study, p. 206. 
E&Y study; p. 183-184. 
A board structure with only one administrative board. 
A board structure comprising a management board and a supervisory board. 
See Annex 4 for more details on the choice of board structure. 
E&Y study, p. 199. 
See Annex 5 for more details. 

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on  the  information  on  German  SEs,  the  operating  SEs  with  five  or  more  employees  had  an 
average balance sheet total double the size of the overall average.  

The  average  net  turn  over  of  non-shelf  SEs  was  €366  million,  the  highest  average  coming 
from  the  German  SEs  (€1,351  million).  Several  SEs  had  no  net  turnover  according  to  the 
annual accounts20.  

Most SEs were set up without employees, mainly due to the fact that around half of all SEs 
were originally set up as shelf SEs. Around 34% of all non-shelf SEs were set up with more 
than 250 employees. Half of these SEs were German21. Due to insufficient data no comment 
can be provided on the developments as regards the number of employees after the formation 
of the SEs. 

2.2.  The SE legislation applicable in the different Member States 

Council Regulation 2001/2157/EC on the Statute for a European Company (SE) contains not 
only provisions that are directly applicable in all Member States22, but also cross-references to 
the  national 
limited-liability  companies  ("national 
to  public 
companies")23 as well as several Member State options24. As a result the legislation applicable 
to SEs varies, sometimes considerably, from one Member State to the other. 

legislation  applicable 

According to the external study conducted on behalf of the Commission25 in general Member 
States have implemented the SE options in such a way as to align the SE rules with the rules 
for national companies. However, for some Member States there are more exceptions to this 
trend  than  for  others.  An  analysis  of  the  flexibility26  of  the  rules  applicable  to  the  SE 

20 
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24 

25 

26 

These were mainly SEs without employees. 
See Annex 6 for more details. 
For example Articles 2 and 3(2) contain an exclusive list of the methods possible to create an SE. 
For example Article 24(1) of the SE Regulation, regarding the protection of the interests of creditors in 
companies participating in a merger to set up an SE. 
For example Article 40(3) of the SE Regulation, concerning the minimum number of members in the 
supervisory organ. 
The  "Study  on  the  operation  and  the  impacts  of  the  Statute  for  a  European  Company"  analyses  the 
references and options contained in the SE Regulation, which concerns rules related to (1) the formation 
of an SE; (2) the transfer of the registered office of an SE; (3) the management/organisation of an SE; 
and  (4)  other  specific  company  law  issues  such  as  the  options  on  requiring  the  registered  office  and 
head office in the same place and on the expression of the SEs capital when the SE is registered in a 
Member State located outside the Euro-zone. 
The  analysis  performed  in  the  Study  includes  information  on  whether  or  not  the  different  Member 
States have implemented the different options, and a description of the relevant legislation applicable to 
SEs.  It  also  includes  an  assessment  on  the  main  differences  between  the  Member  States  and  on  the 
flexibility of the relevant legislation compared both to other Member States’ legislation (inter Member 
States  analysis)  and  to  the  legislation  applicable  to  national  public  limited-liability  companies  (intra 
Member States analysis). The analysis covered 25 out of the 30 EEA Member States. Ireland, Lithuania, 
Malta, Iceland and Liechtenstein were not included. 
Flexibility  was  assessed  for  each  option  by  comparing  on  one  side  the  rule  applicable  to  the  SE 
resulting  from  the  implementation  (or  non-implementation)  of  the  option  and  on  the  other  side  the 
equivalent rule applicable to national public limited-liability companies. Take for example the option in 
Article  43(2)  (an  option  to  fix  a  minimum  and  maximum  number  of  members  of  the  administrative 
organ  of  the  SE)  if  a  Member  State  has  no  fixed  number  applying  to  their  national  companies  but 
nonetheless chose to have such a rule for SEs registered in their territory, the rule applicable to the SE 
would be assessed "less flexible" than the national rule. The assessment of « flexibility » was conducted 
on the basis of a majority shareholder perspective. If another perspective had been chosen, e.g. creditor 
or employee perspective, the assessment of « flexibility » would in some cases have been different. 

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compared  to  the  rules  governing  the  national  companies  shows  that  the  United  Kingdom, 
Denmark,  Belgium  and  Greece  have  adopted  the  most  flexible  approach  for  the  SE,  while 
Romania, Bulgaria, Slovenia, Portugal, France and Cyprus rate lowest. A comparison of this 
rating with the distribution of SEs shows that only for the United Kingdom (23 SEs), Belgium 
(9 SEs), Portugal (1 SE), Bulgaria, Romania and Slovenia (all with no SE) there may be some 
positive  correlation.  On  the  other  hand,  the  relatively  high  flexibility  rating  for  Greece  (no 
SE), Denmark (2 SEs) and to some extent Spain (1 SE) and Italy (no SE) does not match with 
the low number of SEs in those countries, especially if compared to e.g. France (19 SEs) and 
Cyprus (12 SEs) who have a low rating and a relatively high number of SEs. 

The study also assessed the flexibility of the SE rules in each Member State compared to the 
SE rules in the other Member States. This assessment was based on how the Member States 
implemented the options provided for in the SE Statute and on the national legislation in cases 
where the SE Statute explicitly refers to it. The analysis indicates that Luxembourg, Italy and 
the  United  Kingdom  have  the  most  flexible  rules  for  SEs  and  Cyprus,  Germany,  Portugal, 
Sweden,  France  and  the  Czech  Republic  have  the least  flexible  rules  compared  to  the  other 
Member States. A comparison of this rating with the distribution of SEs shows that only for 
the United Kingdom (23 SEs), Luxembourg (16 SEs), Portugal (1 SE) and to a lesser extent, 
the  Netherlands  (24  SEs),  Slovakia  (22  SEs)  and  Belgium  (9  SEs)  is  there  some  positive 
correlation. On the other hand, for the Czech Republic (281 SEs), Germany (134 SEs), France 
(19 SEs) and Cyprus (12 SEs), the correlation is rather negative and, therefore, the rating can 
not provide any explanation for the distribution of SEs in these Member States. 

The  different  implementation  of  the  options  and  the  different  national  company  law  rules 
applicable to SEs could thus be one amongst other explanations for the distribution of SEs in 
certain Member States. However, the results of the above legal analysis should be looked at 
taking into account the following limitations: (i) the method of assessing flexibility27; (ii) the 
fact that the aggregated legal analysis does not capture the relative importance of the analysed 
rules for companies28; (iii) the scope of the rules analysed, e.g. it does not include all company 
law  rules  and  other  areas  such  as  tax,  insolvency,  employee  involvement  or  social  security 
law. Moreover, the legal analysis does not take into account any non-legal drivers that could 
partially explain the distribution of SEs across the Member States, e.g. differences in the value 
of the European image for companies in different Member States or differences in the average 
size of national companies.  

Close to half of the respondents to the public consultation stated that the content of national 
company law rules applicable to SEs does not seem to be the actual driver for choosing the SE 
form, however, according to many of them  other rules such as  fiscal  law, labour law or the 
requirement on minimum capital could be important in assessing the attractiveness of national 
provisions applicable to SEs. 

27 

28 

For some of the rules analysed it is not very clear which variety of implementation should be considered 
the relatively more flexible.  
For instance, if some companies find the rules on the management/organisation of the SE to be more 
important than the other rules analysed and if, as a result, differences in the Member States' rules on the 
management/organisation  of  the  SE  could  (partially)  explain  the  distribution  of  SEs  across  Member 
States, then the aggregated analysis would not capture this trend. In fact the Czech Republic and Italy 
have the most flexible rules in that area (both in the intra and inter Member State analysis). This could 
thus possibly partially explain the many SEs in the Czech Republic but not the 0 SE in Italy. 

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3. 

PRACTICAL PROBLEMS IN THE COURSE OF SETTING UP OR RUNNING AN SE29 

In addition to the main problems highlighted in the Report, a more detailed presentation of the 
practical problems identified by the consulted stakeholders is provided below. 

3.1. 

Practical problems related to setting up of an SE  

3.1.1.  Limited methods of setting up an SE 

•  No possibility to form an SE by way of cross-border division. It is argued 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  will  be  formed  would  be 
easier and less time-consuming than the alternatives that already exist30. 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 has already made it possible to carry out a cross-border 
division  when  the  companies  involved  are  governed  by  the  laws  of  different  Member 
States31. 

•  Only  public  limited-liability  companies  can  be  transformed  into  an  SE  and 
participate in a merger to set up an SE. This makes the SE form more easily available 
only  for  larger  entities,  but  makes  it  more  difficult  for  smaller  entities  which  would 
normally use a private limited-liability company form. 

3.1.2.  The cross-border requirement 

•  The period of at least two years during which the promoting or forming companies have 
had a subsidiary company or a branch in another Member State is considered an obstacle. 

3.1.3.  The minimum capital requirement 

•  The  high  level  of  the  minimum  capital  requirement  (€120,000)  is  a  disincentive  for 
SMEs to adopt the SE particularly in some Member States where SMEs account for about 
99% of all companies (e.g. Italy and Portugal). 

3.1.4.  The date of creation of the SE 

•  For a conversion into an SE, delays between the shareholders’ meeting approving the 
conversion and the registration of the SE in the registrar of the commercial court can 
be  a  problem,  especially  for  listed  companies  (particularly  when  listed  on  several  stock 
exchanges) where the time factor is of vital importance. Furthermore, the provisions of the 
Regulation  differ  from  some  national  provisions,  e.g.  the  effective  date  of  conversion  of 

29 

30 

31 

information 

the  public 

is  based  on 

consultation  on 

The 
(http://ec.europa.eu/internal_market/company/se/index_en.htm). 
The current alternatives are: (i) national division and a subsequent cross-border merger, which can be 
carried  out  on  the  basis  of  the  SE  Regulation  or  the  Cross-Border  Merger  Directive  and  the  national 
laws  implementing  this  directive  and  –  if  the  cross-border  merger  is  carried  out  on  the  basis  of  the 
Cross-Border  Merger  Directive  –  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.  
See the "Sevic" Case (C-411/03). 

the  Ernst&Young 

study 

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French  national  companies  can  be  the  date  of  the  shareholders’  meeting  approving  the 
conversion. 

3.1.5.  The procedure on employee involvement in the SE 

•  The  requirement  to  conclude  the  negotiations  on  employee  involvement  before  the 
registration  of  the  SE  was  mentioned  by  several  respondents  as  a  practical  problem, 
because it creates substantial delays and uncertainty in the registration of the SE (3 months 
to  set  up  the  Special  Negotiation  Body  (hereinafter:  ‘SNB’)  and  then  potentially  6-12 
months  to  negotiate  an  agreement).  It  can  especially  create  substantial  problems  in  a 
merger scenario. 

•  Registration  of  a  ‘shelf’  SE.  The  SE  Statute  does  not  clearly  regulate  a  situation  where 
neither  the  SE  nor  any  of  the  participating  companies  has  employees  at  the  time  of 
establishing the SE. A clarification in the SE Statute is suggested. 

As well as the following ones concerning directly the SE Directive:  

•  The rules do not take into account if the group on a higher level than the SE already has a 

supranational employee involvement body, e.g. a European Works Council. 

•  National  law  is  governing  the  rules  for  the  establishment  of  the  SNB  and  SE  works 
council. However, the respective national rules differ considerably and there is uncertainty 
on how to calculate the number of employees relevant for the procedure. It is especially 
complex  when  the  participating  companies  are  large  groups  with  several  interdependent 
subsidiaries and branches in different countries.  

•  Limited  number  of  employees  (in  the  case  of  merger).  The  rules  with  respect  to 
employee participation upon the formation of an SE by merger also have to be followed in 
case only a limited number of employees are involved. This is not necessarily the case for 
a  cross-border  merger  based  on  the  Cross-Border  Merger  Directive.  In  such  a  case,  said 
rules will in some cases only have to be followed if certain thresholds are met. As a result, 
parties will have a strong preference for such a cross-border merger and will not opt for the 
use of an SE.  

•  Election of the member of the SNB. In some cases, it could be possible that none of the 
employees  is  eligible  or  wants  to  be  elected  a  member  of  the  SNB.  In  that  case, 
negotiations cannot be started and, due to its non-existence, the SNB also cannot decide to 
open negotiations or to terminate negotiations already opened and to rely on the rules on 
the information and consultation of employees in force in the Member States where the SE 
has employees. The absence of an agreement on arrangements for employee involvement 
or the absence of a decision not to open negotiations or to terminate negotiations would be 
an obstacle in the registration of the SE. 

3.1.6.  Problems  stemming  from  the  lack  of  clarity  and  complexity  of  the  SE  Statute 

(interpretational issues) 

(i) Definition of a subsidiary: 

•  Definition  of  subsidiary  (Article  2  of  the  SE  Regulation).  Article  2(3)  and  2(4)  make  a 
reference  to  a  ‘subsidiary’  but  the  Regulation  contains  no  definition  of  this  term.  As  a 

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result  the  Member  States  have  different  definitions  of  a  subsidiary.  It  is  not  clear  if  a 
subsidiary could also be a subsidiary of the company's subsidiary. 

(ii) Formation of an SE through cross-border merger: 

•  Article 17 of the SE Regulation in relation to Article 37(3). Article 17(2)(a) allows for the 
formation  of  an  SE  by  means  of  a  merger  by  acquisition.  A  relevant  issue  in  practice  is 
whether  or  not  it  is  possible  to  do  simultaneously  a  merger  by  acquisition  and  a 
transfer of the seat of the acquiring company to another Member State than the Member 
State of the acquiring company.  

•  Article  18  of  the  SE  Regulation.  It  is  not  clear  which  national  rules  apply  to  the 
formation  of  an  SE  by  merger.  Article  18  refers  to  “the  provisions  of  the  law  of  the 
Member  State  to  which  it  is  subject  that  apply  to  mergers  of  public  limited  liability 
companies in accordance with Directive 78/855/EEC (the ‘Third Directive’)”. It is unclear 
if the provisions of the applicable national laws on mergers which are not based upon the 
Third Directive (or even may deviate from it, if the Third Directive provides so) will also 
apply to an SE merger or whether only the provisions of national laws on mergers which 
are  based  upon  and  are  in  accordance  with  the  Third  Directive  will  apply.  Furthermore, 
after  the  entry  into  force  of  the  SE  Regulation,  also  the  Cross-Border  Merger  Directive 
became  effective.  Through  Article  10  of  the  SE  Regulation,  the  provisions  of  the  Cross-
Border  Merger  Directive  and  the  applicable  national  laws  in  which  this  Directive  is 
implemented  are  also  applicable  to  a  formation  of  an  SE  by  a  cross-border  merger.  It  is 
uncertain to which extent such provisions will have to be applied and similar questions as 
to  the  relationship  of  the  national  laws  on  mergers  which  are  based  upon  the  Third 
Directive can arise. 

•  Article 20 par 1(b) of the SE Regulation. The determination of the share exchange ratio 
(merger).  Within  the  Member  States  different  (mandatory)  methods  for  determining  the 
value  of  the  companies  are  used  (e.g.  in  Germany  the  capitalized  earnings  valuation 
method prevails, whereas in other countries valuation methods based on multiples prevail). 
The differences in the valuation methods may lead to different results which could lead to 
serious difficulties in determining the applicable share exchange ratio for the purposes of 
merger. In practice absorbing companies may need to acquire 100% of the share capital of 
the absorbed companies before conducting a merger. 

•  Article  25  par  2  of  the  SE  Regulation.  The  Regulation  does  not  provide  for  a  minimum 
content of the certificate of legality to be issued by the competent authority (merger). 
This situation is a source of problems for the authority that should receive the certificate 
issued  by  authorities  from  other  Member  States  for  each  merging  company.  The  same 
applies to the report of the independent expert examining the draft terms of merger (Article 
22 of the SE Regulation). 

•  The  relation  between  the  formation  of  an  SE  through  a  cross-border  merger  and  Article 
37(6)  of  the  SE  Regulation  (which  requires  an  expert  report  certifying,  in  the  case  of 
conversion into an SE, that the company has net assets at least equivalent to its capital plus 
the non-distributional reserves). In an Austrian case of setting up of an SE by cross-border 
merger it was disputed whether or not such an expert report was also required on top of the 
merger requirements. Although it could seem contrary to the intentions of the legislator the 
Austrian  court  decided  that  the  formation  by  cross-border  merger  entails  also  a 

EN 

9 

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conversion from a public limited liability company into an SE and therefore the expert 
report mentioned in Article 37(3) was required in the particular case.  

•  Language and translation requirements. Such requirements increase the costs of setting 
up an SE through a cross-border merger. Another problem mentioned by one respondent is 
that  some  local  laws  apparently  do  not  allow  bilingual  draft  terms  of  merger,  and  if  the 
laws  allow  bilingual  draft  terms  of  merger  notarisation  requirements  can  be  another 
problem: it can be difficult to find a notary who will notarise bilingual terms of merger if 
the notary does not understand both languages. 

(iii) Formation of an SE through conversion of a public limited-liability company: 

•  Article  37(3)  of  the  SE  Regulation.  The  simultaneous  conversion  of  a  public  limited 
liability  company  into  an  SE  and  the  transfer  of  the  registered  office  to  another 
Member  State  is  expressly  prohibited,  but  a  consecutive  transfer  is  allowed.  A 
simultaneous  conversion  and  transfer  of  the  registered  office  would  be  less  time-
consuming  and  would  reduce  administrative  burden  for  the  company32.  The  current 
prohibition to transfer the registered office at the same time as the conversion might also 
not  be  in  accordance  with  the  freedom  of  establishment  (article  43  EC)  following  the 
Cartesio case33. 

•  Article 37 par 4 of the SE Regulation. The Regulation is not clear as to whether both the 
report  and  the  draft  terms  of  conversion  have  to  explain  and  justify  the  legal  and 
economic aspects of the conversion and indicate the implications for the shareholders and 
employees of the adoption of the form of an SE. 

(iv) Formation of a Holding SE: 

•  The SE Regulation contains extensive provisions on the procedure for the formation of a 
holding SE in Articles 32 to 34 and references are made to the procedure in the case of a 
merger. However, it is not entirely clear how the holding SE to be formed becomes a 
shareholder of its – future – subsidiaries. On the face of Article 33 para. 1 it appears that 
the shares in the future subsidiaries of the holding SE will be contributed to the SE, but the 
way in which this contribution has to be structured is not described in the SE Regulation. 
The  Regulation  also  does  not  provide  practical  and  secure  solutions  in  case  one 
shareholder  of  the  contributing  company  becomes  insolvent  or  if  his  shares  are  or 
become attached by one of his creditors. Such procedure may stop the process of setting 
up the SE. 

(v) Formation of a Subsidiary SE: 

•  Contrary to the formation of a holding SE, the SE Regulation does not contain extensive 
provisions on the procedure for the formation of a subsidiary SE. One can assume that the 
SE  Regulation  assumes  that  the  participating  companies  pay  up  for  the  shares  in  the 
subsidiary SE. However, due to the absence of a legal framework for the formation of a 
subsidiary SE in the SE Regulation, it can be argued that the participating companies can, 

32 

33 

Currently: one month for the conversion (Article 37 paragraph 5 of the SE Regulation) and two months 
for the transfer of the registered office (Article 8 paragraph 6 of the SE Regulation). 
Case 210/06. 

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not  only  form  a  subsidiary  SE  by  paying  up  for  its  shares,  but  that  they  can  also  form  a 
subsidiary SE e.g. by a national or cross-border division, however, it is not clear. 

3.2. 

Practical problems related to the functioning of an SE  

3.2.1. 

‘Activation’ of a ‘shelf SE’  

The  SE  Directive  does  not  contain  specific  rules  on  the  role  of  employees  when  an  SE  is 
activated  or  structural  changes  occur  after  its  formation,  such  as  changes  to  the  structure  of 
the SE, or the employment of employees or the acquisition of (part of) another company and 
its  employees.  In  this  way,  there  is  potentially  a  possibility  to  circumvent  the  rules  on 
employee  involvement  by  establishing  a  shelf  SE  or  acquiring  the  shares  of  a  shelf  SE  and 
then  carrying  out  certain  activities  –  also  referred  to  as  the  ‘activation’  of  a  shelf  SE.  The 
national  laws  of  the  Member  States  concerning  the  subject  of  structural  changes  in  the  SE, 
such  as  the  activation  of  a  shelf  SE,  differ  from  each  other.  Therefore,  it  is  not  clear  in  all 
cases how it should be dealt with in practice if a shelf SE is activated. If the law of a Member 
State is not clear, this law could be interpreted in conformity with the SE Directive. However, 
the  interpretation  of  the  national  laws  of  the  Member  States  in  conformity  with  the  SE 
Directive  offers  little  legal  certainty.  A  clarification  of  the  SE  Regulation/Directive  could 
resolve the current legal uncertainty and remove the potential risk of circumvention. 

3.2.2.  The requirement that the registered office and the head office of an SE are located in 

the same Member State 

According to Article 7 of the SE Regulation, the registered office and the head office of an SE 
shall be located in the same Member State. It has the consequence, that, if the head office of 
an SE is moved, also the registered office has to be moved and vice versa. This is considered 
by many stakeholders as an obstacle in practice which is contrary to the nature of an SE as an 
international  legal  form  designed  for  cross-border  business  and  contrary  to  the  practice  of 
national regulations authorising the board of directors or the management board of companies 
to be held through videoconferencing or telephone conferencing systems. It is also argued that 
this requirement may be contrary to the freedom of establishment as mentioned in Article 49 
of the TFEU Treaty.  

3.2.3.  Removal of members of the managerial board 

According  to  Article  39(2)  of  the  SE  Regulation,  members  of  the  management  shall  be 
appointed and removed by the supervisory organ. In some Member States it is required that 
removal of management can only be done if there are "good reasons" to do so. It is not clear 
whether  the  Regulation's  provision  is  exhaustive  (i.e.  allows  the  supervisory  board  total 
discretion as regards the removal of members of the management board) or whether national 
law prevails. 

3.2.4.  Frequency of meeting and reporting requirements  

Articles  41(1)  and  44(1)  of  the  SE  Statute  set  requirements  for  the  administrative  organ  to 
meet  at  least  once  every  three  months  and  for  the  management  organ  to  report  to  the 
supervisory organ at least once every three months. It is argued that this is too cumbersome in 
practice for small groups where national regulations only provide for a meeting and a report at 
least once a year to discuss or present the annual report and accounts. 

EN 

11 

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3.2.5.  The term of office of board members 

Article 46 of the SE Regulation state that the members of company organs shall be appointed 
for  a  period  laid  down  in  the  statutes  not  exceeding  six  years.  It  is  argued  that  it  should  be 
clarified  whether  the  term  of  office  of  board  members  must  be  fixed  in  the  articles  of 
association or whether the articles of association may fix a maximum term and leave it to the 
body  appointing  the  board  members  to  determine  the  individual  term  of  office  of  the 
respective member. 

3.2.6.  The necessary majority to pass a vote in the general meeting 

According to Articles 57 and 59 of the SE Regulation, the necessary majority to pass a vote in 
the general meeting shall meet the requirements in the SE Regulation, unless the national law 
requires - or permits - a larger majority. Some stakeholders have mentioned that it is uncertain 
what "a larger majority" covers. The SE Regulation only refers to "votes validly cast" but not 
to  share  capital  represented  in  the  vote.  In  the  case  of  e.g.  Germany  this  has  created 
uncertainty as to whether the German rules apply or not34. 

3.2.7.  The place to convene the SE's annual general meeting 

One respondent to the public consultation finds that the lack of an explicit provision on this 
issue leaves uncertainty on where the SE can convene its annual general meeting. 

3.2.8.  Company secretary 

Another respondent thinks it is not clear from the current drafting of the SE Statute whether 
an SE registered in the UK has to have a company secretary as normally required by UK law. 

3.2.9.  Transfer of seat of the SE 

The current drafting of the SE Statute does not solve problems with differences in national 
rules  when  transferring  the  seat  of  the  SE.  Since  the  SE  Regulation  only  provides  for  a 
basic framework for an SE that wants to transfer its seat to another Member State, there are 
uncertainties in relation to the differences in national legislation and the SE might be required 
to  make  amendments  in  order  to  fulfil  the  requirements  of  the  new  Member  State.  For 
example, during a transfer of an SE from the Netherlands to France the following questions 
arose  in  practice:  after  the  shareholders’  meeting  approving  the  transfer,  is  it  necessary  in 
order  to  appoint  the  directors  or  members  of  the  management  board  to  hold  a  board  of 
directors meeting or a supervisory board meeting of the company subject to the laws of the 
future  territory  of  registration  and  the  amended  articles  of  association,  at  a  time  when  the 
company is still subject to the legislation of its current registration? Since Dutch law allows 
an  N.V.  to  be  created  with  only  one  shareholder  whereas  French  law  requires  at  least  7 
shareholders  to  create  an  S.A.,  when  transferring  an  SE  with  one  shareholder  from  the 
Netherlands to France, does the SE registered in the Netherlands have to transfer shares to 6 
new shareholders before the registration of the SE in France? 

34 

For amending the SE's articles of association Article 59 of the SE Regulation requires two thirds of the 
votes  cast,  whereas  §  179  of  the  German  Stock  Corporation  Act  requires  a  majority  of  not  less  than 
three fourths of the share capital represented at the passing, and the Articles of association may provide 
for a different capital majority of the resolution. 

EN 

12 

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3.2.10.  The national public authorities’ right of opposition to an SE being set up by way of a 

merger or to the transfer of the SE on “grounds of public interest" 

Each national authority has its own practices and internal rules and the lack of definition in 
the  Regulation  of  the  “grounds  of  public  interest”  may  create  discrimination  arising  out  of 
unjustified  different  treatment  from  one  Member  State  to  another.  Furthermore,  such 
opposition can be exercised late in the process and thus may create a risk for the company to 
have  to  stop  the  setting-up  of  the  SE  or  its  transfer  at  the  end  of  the  process,  generating 
significant costs35.  

3.2.11.  Notification  to  the  competent  authority  in  another  Member  State  in  the  case  of  the 

transfer of the registered office of an SE or conversion into an SE 

It is uncertain what information, and in which language, a notification by the registrar of one 
Member State to the other should include when transferring the SE’s registered office. In case 
of conversion of e.g. a French S.A. into an SE having a branch registered in Germany, it is 
also uncertain if the registrar of the Commercial Court has to notify the registrar in Germany. 

3.2.12.  Registration of branches 

Member  States  take  different  views  as  to  whether  an  SE  incorporated  in  one  Member  State 
that has a presence in a different Member State is required to register a branch there. The UK 
takes the view that it is not required, whereas other Member States think it is required. 

3.2.13.  Conversion  of  an  existing  SE  into  a  national  company  (Article  66  of  the  SE 

Regulation) 

Several problems with the application of this provision were reported. One is uncertainty of 
its  scope,  i.e.  whether  Article  66  of  the  SE  Statute  is  an  obstacle  for  an  SE  participating  in 
domestic  and  cross-border  restructurings,  which  is  essential  for  an  SE.  Other  problems 
concern  the  period  of  time  after  which  a  conversion  of  an  SE  into  a  public  limited  liability 
company can be effected. In some language versions of the SE Statute the two requirements 
for  conversion  mentioned  in  Article  66  are  cumulative  (“and”)  and  in  others  they  are 
alternative (“or”)36
 . A more fundamental problem raised is that the restriction on conversion 
into  a  national  company  is  an  impediment  in  practice37  and  is  not  in  line  with  the 
jurisprudence of the European Court of Justice38. 

35 

36 

37 

38 

For example in the case of the merger, the opposition right can be exercised up until the issue of the 
certificate conclusively attesting the completion of the pre-merger acts and formalities (Article 19 of the 
SE Regulation). 
The two requirements are 1) the decision on conversion may not be taken before two years have elapsed 
since the SEs registration; 2) the decision may not be taken before the first two sets of annual accounts 
have been approved. In some language versions such as the French and the Dutch the requirements are 
cumulative, whereas in others such as the English and the German the requirements are alternative. 
E.g. a business might dispose of its European operations and decide to concentrate on a single national 
market or if on reflection the company wishes to revert to a more tested vehicle. 
It is argued that in the Cartesio case (C 210/06), the European Court of Justice, inter alia, confirmed 
that  cross-border  conversions  of  companies  within  the  meaning  of  article  48  EC  are  possible  on  the 
basis of the freedom of establishment (Article 43 EC), if the law of the ‘host Member State’ allows for 
such a cross-border conversion. 

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ANNEXES 

Annex 1: The distribution of SEs across the different Member States39 

The table below shows the distribution of SEs across the Member States as at 25 June 2010. 

Table 1  

Member State where 
the SEs registered 
office is located

Total     

Czech Republic (CZ)
Germany (DE)
Netherlands (NL)
United Kingdom (UK)
Slovakia (SK)
France (FR)
Luxembourg (LU)
Austria (AT)
Cyprus (CY)
Belgium (BE)
Sweden (SE)
Ireland (IE)
Norway (NO)
Estonia (EE)
Liechtenstein (LI)
Hungary (HU)
Latvia (LV)
Denmark (DK)
Poland (PL)
Portugal (PT)
Spain (ES)
Bulgaria (BG)
Finland (FI)
Greece (EL)
Iceland (ICE)
Italy (IT)
Lithuania (LT)
Malta (MT)
Romania (RO)
Slovenia (SI)
Total

281
134
24
23
22
19
16
14
12
9
9
7
5
4
4
3
3
2
2
1
1
0
0
0
0
0
0
0
0
0
595

Normal 
SE
25
74
8
2
2
9
3
7
5
3
2
1
3
3
1
2
1
0
0
0
0
0
0
0
0
0
0
0
0
0
151

Number of SEs

Non-shelf SEs

Micro SE  Empty SE

26
9
0
0
5
0
0
2
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
43

5
21
13
15
2
1
5
5
2
2
1
3
2
0
0
1
1
2
1
0
1
0
0
0
0
0
0
0
0
0
83

Employees
? SE
181
8
3
6
6
9
7
0
5
4
3
2
0
1
3
0
1
0
1
1
0
0
0
0
0
0
0
0
0
0
241

Shelf   
SEs

Activated 
Shelf SEs

44
22
0
0
7
0
1
0
0
0
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
77

162
48
0
1
3
0
0
0
1
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
216

Table 1 shows that as at 25 June 2010 there were 595 SEs registered in the EU/EEA Member 
States40. 

39 

40 

The  information  in  Annex  1  is  extracted  from  the  data  contained  in  the  database  "The  European 
Company  (SE)  Factsheets"  available  at  http://ecdb.worker-participation.eu/.  This database  is  managed 
and  updated  by  the  Research  department  of  the  European  Trade  Union  Institute  (ETUI),  see 
http://ecdb.worker-participation.eu/. ETUI is financially supported by the EU. 
For the purposes of this Staff Working Paper different types of SEs are distinguished: 

(cid:131)  Normal SE: An SE known to be operating and to have 5 or more employees. 

EN 

14 

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The  Czech  Republic  and  Germany  accounted  for  around  70  %  of  all  SE's  registered  in  the 
EU/EEA  Member  States.  The  Netherlands,  the  United  Kingdom,  Slovakia,  France, 
Luxembourg, Austria and Cyprus were the only other Member States with more than 10 SE's 
registered.  There  were  nine  Member  States  where  no  SE  was  registered,  and  a  further  10 
Member States with only between one and five SEs registered. 

Around 25 % of all SEs, of which around half were from Germany, were "normal SEs", i.e. 
operating and with 5 or more employees. Other Member States with 5 or more "normal" SEs 
were the Czech Republic, the Netherlands, France, Austria and Cyprus. The "normal" SE was 
the  most  common  type  of  SE  in  Germany,  France,  Austria,  Cyprus,  Norway,  Estonia  and 
Hungary.  

Around 6 % of all SEs, of which 60 % were registered in the Czech Republic, were "micro 
SEs", i.e. operating and with less than 5 employees.  

Around 14 % of all SEs were "empty SEs", i.e. operating but apparently with no employees. 
Such  SEs  accounted  for  at  least  half  of  the  SEs  in  the  Netherlands,  the  United  Kingdom, 
Ireland, Denmark, Poland and Spain. 

About 42 % were probably normal, micro or empty SEs, i.e. they were known or seemed to be 
operating,  but  the  information  on  the  number  of  employees  was  not  available.  The  lack  of 
information on the number of employees could, for instance, be a result of the fact that the SE 
had  not  yet  published  its  annual  accounts  or  that  it  had  an  exemption  from  publishing  this 
information in the notes of its annual accounts due to its small size41. Around 72 % of these 
SEs  were  registered  in  the  Czech  Republic.  Such  SEs  also  accounted  for  a  substantial 
percentage  of  the  SEs  registered  in  e.g.  France,  Luxembourg,  Cyprus,  Belgium  and 
Liechtenstein. 

(cid:131)  Micro SE: An SE known to be operating and to have 1-4 employees. 
(cid:131)  Empty SE: An SE known to be operating, but without employees. 
(cid:131)  Employees? SE:  An  SE  known or believed  to be  operating,  but  where there  is  no  information  on  the 

number of employees. 

(cid:131)  Shelf SE: An SE with no activities or employees that is set up by a professional company provider with 

the purpose of selling it to interested buyers. 

(cid:131)  Activated shelf SE: An SE originally set up as a shelf SE, but which had afterwards been sold and/or 

started operations. 

41 

(cid:131)  Non-shelf SE: An SEs that is operating and belongs to either of the following categories: "Normal SE", 

a "Micro SE", an "Empty SE" or an "Employees? SE". 
Whereas other types of information on SEs are normally publicly available in the business register (e.g. 
the  method  of  formation  and  the  board  structure)  information  on  the  average  number  of  employees 
during  the  financial  year  is  only  available  in  the  annual  accounts.  However  the  annual  accounts  are 
always published retrospectively and Member States can exempt small SEs from publishing more than 
abridged balance  sheets  and notes  on  their accounts,  cf. Article  47(2) of  Directive 78/660/EEC.  Thus 
most SEs set up in 2009 and 2010 (which potentially totals 268 SEs as of 25 June 2010) would not yet 
have  published  any  annual  accounts,  and  shelf  SEs  set  up  earlier  but  only  activated  in  2009  or  2010 
would  often  not  have  published  updated  annual  accounts.  Adding  to  this  the  possibility  of  small  SEs 
being exempt from publishing more than abridged balance sheets and notes on their accounts explains 
the high number of SEs where there was no information on the number of employees. In those cases 
access to this kind of information is only possible if the company provides it on its website (if it has 
one) or delivers it on request. Since most new SEs have been set up in the Czech Republic, and most 
activated shelf SEs also are registered in the Czech Republic, this is the Member State where most SEs 
with lacking information on the number of employees can be found. 

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The remaining 13 % (95 % of which were from the Czech Republic, Germany and Slovakia) 
were shelf SEs not yet sold and/or activated on 23 June 2010. 

The last column in Table 1 shows that 216 out of 518 operating SEs were originally shelf SEs. 
This  means  that  around  40%  of  all  non-shelf  SEs  were  originally  shelf  SEs.  Almost  all 
activated shelf SEs were registered in either the Czech Republic or Germany42. A comparison 
of the data on the number of activated shelf SEs and on the number of shelf SEs shows that 
around 50 % of all SEs in the dataset were originally set up as shelf SEs. 

42 

The activated shelf SEs registered in Ireland, the United Kingdom and Cyprus also originate from either 
the Czech Republic or Germany, see Annex 2 (transfer of seat). 

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Annex 2: Data on seat transfers of SEs43 

Table 244 

Normal 
SE

Non-shelf SEs 
Empty 
SE
1

Micro 
SE 

Emplo-
yees?

Shelf 
SE

Ex 
Shelf 
SE

Name of SE 

NL
AT
NO
NO
UK
NL
NL
DE
DE
FI
CZ
LU
LU
DE

Original 
regist-
ration
NL
Graphisoft SE
CZ
DIAG Human SE
BE
Afschrift SE
DE
BIBO ZWEITE [..] SE
BOLBU Beteiligungsgesellschaft DE
Joh. A. Benckiser SE (JAB)
DE
Jura Management SE (now 
transformed into GmbH)
MDM Holding SE
Narada Europe SE (liquidated)
Prosafe SE
Swiss Re International SE
AmRest Holdings SE
Arcelor Steel Trading SE
Atrium Dritte Europäische VV 
bluO SE
Elcoteq SE
Imperio Regere SE
MAI Luxembourg SE
Milium SE
RSL COM Germany SE
SEKISUI NordiTube 
Technologies SE
Spirall Solution SE
UBM International Holdings SE
United Consumer Media SE
UPRN 1 SE
World Nordic SE
Allpar SE
Ardanos Holdings SE
Bercy Charenton SE
Carthago Value Invest SE
Crius Capital SE
Equinox II SE
Europasta SE
Fotex Holding SE Nyrt
Guardian Middle East & Africa 
GUS International Holdings SE
GUS Ireland Holdings SE
GUS Overseas Holdings SE
GUS Overseas Investments SE
GUS US Holdings SE
International Engineering SE
Marcel Pourtout SE
Nyckel 0328 SE
Philippe Auguste SE
Powergen LS SE
Songa Offshore SE
Elster Group SE
James Hardie Industries SE
James Hardie Int. Holdings
Total

SE
CZ
LU
LU
LU
DK
LU
NL
NL
DE
CZ
NL
NL
HU
DK
NL
NL
NL
NL
NL
LU
NL
UK
NL
LU
NO
LU
NL
NL
49

New 
regist-
ration
HU
LI
LU
UK
UK
AT

DE
CY
UK
CY
LU
PL
ES
IE
AT
LU
CY
UK
BE
UK

DE
CY
UK
UK
NL
CY
AT
FR
FR
IE
SK
FR
CZ
LU
LU
UK
UK
UK
UK
UK
AT
FR
SE
FR
UK
CY
DE
IE
IE
49

1

1

1

1
1

1
1

1
1
1
1
1

1

1

1
1

1
1
1

1
1
1
1

1

1

1
1
1
1
1

1
1

1

1

1
1

1

1

1

1
1

1

1

1

1
1
1

10

3

21

1
15

Activities

Year 
trans-
fer
2005
Services IBITS
2006
Other
Other services
2007
Financial services 2007
Financial services 2007
Financial services 2007

Financial services 2007
Financial services 2007
Commerce service 2007
Other
2007
Financial services 2007
Financial services 2008
2008
Metal
2008
1 Other services
2008
Unknown
2008
Metal
2008
Unknown
Unknown
2008
Commerce service 2008
2008

1 Other

Other services

2008
1 Unknown
2008
2008
Unknown
Financial services 2008
Financial services 2008
Financial services 2008
Other services
2009
2009
Medical services
Financial services 2009
Financial services 2009
Other services
2009
Financial services 2009
Food,Hotel,Cater  2009
Financial services 2009
Financial services 2009
2009
Unknown
2009
Unknown
2009
Unknown
2009
Unknown
Unknown
2009
Financial services 2009
Financial services 2009
Financial services 2009
Financial services 2009
2009
Unknown
2009
Other
Metal
2010
Financial services 2010
Financial services 2010

0

3

43 

44 

The  information  in  this  Annex  is  extracted  from  the  data  contained  in  the  database  "The  European 
Company  (SE)  Factsheets"  available  at  http://ecdb.worker-participation.eu/.  This database  is  managed 
and  updated  by  the  Research  department  of  the  European  Trade  Union  Institute  (ETUI),  see 
http://ecdb.worker-participation.eu/. ETUI is financially supported by the EU. 
Non-shelf SEs where the number of employees was unknown are denoted "Employees?" in table 2. 

EN 

17 

   EN 

 
 
                                                 
The table above shows the inventory of seat transfers of SEs as at 25 June 2010. It shows that 
as at 25 June 2010 there had been 49 cases of seat transfer of SEs. This corresponds to around 
8% of all SEs (and 10% of all non-shelf SEs) that existed on 25 June 2010.  

Whereas  the  United  Kingdom  (13)  and  Cyprus  (6)  were  the  most  frequently  chosen 
destinations, the largest number of SEs moved away from the Netherlands (17), Luxembourg 
(9),  Germany  (7)  and  the  Nordic  countries  (6).  However,  several  of  the  seat  transfers  were 
related. Almost all SEs that had transferred their registered office were operating SEs. Only in 
three cases did a shelf SE transfer its registered office. In around 30% of all cases it was not 
known if the transferring non-shelf SE had any employees. In around 30% of the cases where 
the  number  of  employees  in  the  SE  was  known,  it  was  an  SE  with  more  than  5  employees 
("normal SE"), but there were double as many cases where the SE had no employees ("empty 
SE"). 

The  activities  of  23%  of  the  SEs  that  had  transferred  their  registered  office  were  unknown. 
More  than  80%  the  SEs  of  which  activities  were  known  were  active  in  the  services  sector 
(55% in the financial services sector alone) and 8% in metal sector. 88% of "empty" SEs were 
active in the services sector. 

There  has  been  an  increase  in  the  number  of  transfers  per  year.  Whereas  there  was  only  1 
known  transfer  in  both  2005  and  2006,  there  were  9  in  2007,  15  in  2008  and  20  in  2009. 
However, as the information on transfers is only detected with some delay, there might have 
been more transfers in 2009, and especially in 2010, than presented above. 

EN 

18 

   EN 

 
Annex 3: Methods of formation of the SE45 

The SE Regulation allows five different methods of formation. These five methods of creating 
an SE are: 

•  through a cross-border merger between public limited-liability companies, cf. Art. 2(1) of 

the SE Regulation; 

•  through two or more companies setting up a holding SE, cf. Art. 2(2) SE Regulation;  

•  through  two  or  more  legal  bodies  setting  up  a  common  subsidiary  SE,  cf.  Art.  2(3)  SE 

Regulation;  

•  through conversion of a public limited-liability company, cf. Art. 2(4) SE Regulation;  

•  through an existing SE company setting up an SE subsidiary, cf. Art. 3(2) SE Regulation. 

The  most  commonly  chosen  methods  of  formation  vary  significantly  depending  on  whether 
shelf SEs is excluded in the analysis or not. Therefore the analysis will present figures for all 
SEs, for shelf SEs46 and for non-shelf SEs47, respectively. Differences between the formation 
methods in different Member States will be showed with examples from some of the Member 
States where SEs have been set up relatively frequently. 

Method of formation (all SEs) 

369 SEs were analysed. The method of formation was unknown for 20. 

4%

4%

13%

13%

20%

43%

43%

SE subsidiary

commonly 

Chart 1: The pie chart shows that the 
clearly  most 
chosen 
method of setting up an SE in general 
is setting up an SE as a subsidiary of 
an  existing  SE  (43%).  Setting  up  an 
SE  through  conversion  of  a  public 
limited-liability  company  or  as  a 
common  subsidiary  of  two  or  more 
legal  bodies  are  the  second  most 
popular methods of formation (20%). 
Setting  up  an  SE  through  a  cross-
public 
border  merger 
between 
less 
limited-liability  companies 
popular (13%) and setting up an SE as a holding SE for two or more companies is very rarely 
chosen (4%). 

Conversion
SE subsidiary
Common subsidiary
Conversion
Merger
Common subsidiary
Holding
Merger

Holding

is 

20%

20%

20%

45 

46 

47 

The  information  in  this  Annex  is  extracted  from  the  data  contained  in  "Appendix  2.3.:  Factsheets  on 
established  SEs"  of  the  "Study  on  the  operation  and  the  impacts  of  the  Statute  for  a  European 
Company" commissioned by the Commission. It is based on the 369 SEs set up as at 15 April 2009. 
These are SEs with no activities or employees, normally set up by professional company providers with 
the purpose of selling them to interested buyers. 
All SEs that are not considered to be "shelf SEs" are referred to as "non-shelf SEs". 

EN 

19 

   EN 

 
                                                 
However, as will be seen from the following two charts, the trends change completely if we 
distinguish between the SEs that are believed to have been set up as shelf SEs and those that 
are believed to have been set up as non-shelf SEs. 

Method of formation (shelf SEs) 

187 (originally) shelf SEs were analysed48. The method of formation was unknown for 7 . 

2%

2%

21%

2%

SE subsidiary

Conversion

Common subsidiary

Merger

Holding

73%

Chart 2: The pie chart above shows the formation method used to set up shelf SEs. It shows 
that shelf SEs are almost exclusively set up either as subsidiaries of an existing SE (73%) or 
as common subsidiaries of two or more legal bodies (21%). Given that around half of all SEs 
analysed seem to have been set up as shelf SEs these two methods of formation (and method 
of  setting  up  an  SE  subsidiary  in  particular)  are  dominant  if  compared  to  other  formation 
methods (see Chart 1). 

The  pie  charts  below  show  the  SE  formation  methods  used  for  setting  up  shelf  SEs  in  the 
Czech Republic and Germany. It shows that the strong dominance of the method of setting up 
shelf  SEs  as  SE  subsidiaries  in  general  can  be  explained  by  the  fact  that  this  method  is 
commonly used in the Czech Republic for setting up shelf SEs (98%), whereas the prevailing 
method to set up shelf SEs in Germany is a common subsidiary SE (80%). 

Czech Republic

Germany

1%

1%

98%

SE subsidiary

2%

11%

7%

Merger

Holding

80%

SE subsidiary

Conversion

Common
subsidiary

Merger

Out of all analysed SEs that are believed to have been set up as a shelf SE 92 % originated 
from either the Czech Republic (66 %) or Germany (26 %). In the Czech Republic shelf SEs 

48 

The contractors of the study categorised 140 out of the 369 SEs analysed as "shelf SEs" at the time of 
research.  Based  on  the  information  provided  in  the  fact  sheets  of  Appendix  2.3  of  the  study  it  is 
reasonable to assume that around 47 of the "non-shelf SEs" were originally also set up as "shelf SEs". 
Such assessment is made, for instance, in cases like Kvido Chech SE where according to the fact sheet 
it  was  established  as  a  shelf  SE,  then  sold  and  subsequently  changed  its  name.  Thus,  based  on  the 
information in Appendix 2.3 of the study the total number of SEs analysed originally set up as shelf SEs 
is around 187 (or around 50% of all 369 SEs analysed). 

EN 

20 

   EN 

 
 
 
                                                 
account for around 87 % of all SE formations and in Germany shelf SEs account for around 
half of all SE formations.  

EN 

21 

   EN 

 
Method of formation (non-shelf SEs) 

182 (originally) non-shelf SEs were analysed. The method of formation was unknown for 13.  

7%

10%

25%

18%

SE subsidiary

Conversion

Common subsidiary

40%

Merger

Holding

Chart 3: The pie chart above presents the methods of formation used for setting up non-shelf 
SEs.  It  shows  that  the  most  common  methods  used  in  these  cases  are  different  from  the 
methods used to set up shelf SEs. The most common method for establishing non-shelf SEs is 
the  conversion  of  a  public  limited-liability  company  into  an  SE  (40  %),  followed  by  cross-
border  merger  between  public  limited-liability  companies  (25%)  and  setting  up  a  common 
subsidiary  SE  (18%).  Setting  up  an  SE  subsidiary  of  an  existing  SE  (10  %)  or  setting  up  a 
holding SE (7 %) happens more rarely. 

The four charts below show some of the differences between the methods used to set up non-
shelf SEs in different Member States. The numbers in the brackets show the number of SEs 
forming the basis for the analysis.  

Czech Republic (16)

Germany (43)

38%

31%

31%

France  (10)

20 %

10 %

10 %

2%

5%

23%

19%

51%

SE subsidiary

Conversion
Common subsidiary
Merger

Holding

The Netherlands (29)

7% 3%

24%

21%

6 0 %

45%

EN 

22 

   EN 

 
 
Annex 4: The board structure of the SE49 

The  table  provides  information  on  the  board  structure  chosen  by  595  SEs  registered  in  the 
EU/EEA Member States as at 25 June 2010. 

Table 350 

MS

Total 
SEs

Normal  
MS 
system

Board system 
chosen by SEs 
(total)

1-tier

2-tier

Un-
known

CZ 281
DE 134
24
NL
23
UK
22
SK
19
FR
16
LU
14
AT
12
CY
9
BE
9
SE
7
IE
5
NO
4
EE
4
LI
3
HU
3
LV
2
DK
2
PL
1
ES
1
PT
0
BG
0
EL
0
FI
0
ICE
0
IT
0
LT
0
MT
0
RO
0
SI

2-tier
2-tier
2-tier
1-tier
2-tier
1-2 tier
1-2 tier
1-2 tier
1 tier
1 tier
1-tier
1 tier
1-2 tier
2-tier
1-2 tier
1-2 tier
2-tier
1-2 tier
2-tier
1-tier
1-2 tier
1-2 tier
1-2 tier
1-2 tier
1-tier
1-2 tier
2-tier
1-tier
1-2 tier
1-2 tier

2
57
14
5
5
13
12
9
6
8
9
4
5
1
2
2
1
2
0
0
1
0
0
0
0
0
0
0
0
0

279
58
7
0
17
4
2
5
3
1
0
2
0
3
0
1
2
0
1
1
0
0
0
0
0
0
0
0
0
0

Total 595

158 386

0
19
3
18
0
2
2
0
3
0
0
1
0
0
2
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
51

Board system chosen by SEs (per SE type)

Normal SE Micro SE Empty SE

Employees? 
SE

Shelf SE

1-tier 2-tier 1-tier 2-tier 1-tier 2-tier 1-tier 2-tier 1-tier 2-tier

0
25
2
2
1
6
2
5
5
3
2
0
3
0
1
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
58

25
48
5
0
1
3
1
2
0
0
0
1
0
3
0
1
1
0
0
0
0
0
0
0
0
0
0
0
0
0
91

1
3
0
0
2
0
0
2
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
8

25
0
0
0
3
0
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
29

0
16
11
3
0
0
5
2
1
2
1
3
2
0
0
1
1
2
0
0
0
0
0
0
0
0
0
0
0
0
50

5
3
1
0
2
1
0
3
1
0
0
0
0
0
0
0
0
0
1
1
0
0
0
0
0
0
0
0
0
0
18

1
4
1
0
2
7
4
0
0
3
3
1
0
1
1
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
29

180
3
1
0
4
0
1
0
2
1
0
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
193

0
9
0
0
0
0
1
0
0
0
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
13

44
4
0
0
7
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
55

Table 3 shows that around 71% of all SEs had a two-tier board structure as at 25 June 2010. 
This figure should be compared with the finding that around 79% of all SEs were set up in a 

49 

50 

The  information  in  this  Annex  is  extracted  from  the  data  contained  in  the  database  "The  European 
Company  (SE)  Factsheets"  available  at  http://ecdb.worker-participation.eu/.  This database  is  managed 
and  updated  by  the  Research  department  of  the  European  Trade  Union  Institute  (ETUI),  see 
http://ecdb.worker-participation.eu/. ETUI is financially supported by the EU. 
Non-shelf SEs where the number of employees was unknown are denoted "Employees? SE" in table 3. 

EN 

23 

   EN 

 
 
                                                 
Member State that only allows a two-tier board structure for national public limited liability 
companies. In fact, in all Member States, except for the Netherlands and Spain, a majority of 
SEs had chosen the board structure known to the national public limited-liability companies 
of  that  Member  State,  either  the  one-tier  or  two-tier  board  structure.  However,  a  one-tier 
board  was  chosen  more  often  in  Member  States  with  a  two-tier  board  system  than  the 
contrary.  Especially  in  Germany,  the  one-tier  system  was  chosen  very  often  by  SEs,  even 
though national German public limited liability companies (AGs) must have a two-tier board 
structure.  Furthermore,  in  all  Member  States  that  allow  both  the  one-  and  two-tier  board 
system for national public limited-liability companies, a majority of SEs had chosen the one-
tier system51. In general, there  are less SEs  registered  in  Member States that allow both the 
one and the two-tier board structure for national companies, i.e. these Member States already 
provide  a  choice  on  board  structure  (flexibility)  for  national  companies  comparable  to  the 
flexibility provided for SEs through the SE Statute. 

The  comparison  of  the  data  on  the  choice  of  board  structure  and  the  type  of  SE  shows  that 
around  75%  of  the  SEs  without  employees  ("empty  SE")  preferred  the  one-tier  system, 
whereas around 40% of the SEs with 5 or more employees ("normal SE") had chosen the one-
tier system. For all the other types of SEs the one-tier board structure was chosen by 20% or 
less of the SEs. 

51 

Until 1 March 2010 Denmark was considered only to allow a 1-tier system. From 1 March 2010 a new 
companies act made it possible for national companies to choose also a two-tier system. 

EN 

24 

   EN 

 
                                                 
Annex 5: Subscribed capital of the SE52 

The table below shows the initial subscribed capital in the SEs set up in the different Member 
States. 

Table 453  

Subscribed capital at time of formation

120,000
SE type

120,001-3 mio.
SE type

3 mio.-10 mio.
SE type

10 mio.-100 
SE type

> 100 mio.
SE type

Nor-
mal

Emp-
ty

Emp-
loy-
ees?

Shelf

Nor-
mal

Emp-
ty

Emp-
loy-
ees?

Shelf

Nor-
mal

Emp-
ty

Emp-
loy-
ees?

Nor-
mal

Emp-
ty

Emp-
loy-
ees?

Nor-
mal

Emp-
ty

Emp-
loy-
ees?

un-
repor-
ted

1
5
3
0
0
1
3
0
1
1
0
2
0
0
0
1
0
1
0
0
0
0
0
0
0
0
0
0
0
0
19

5
5
8
1
2
1
3
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
26

6
3
0
0
5
0
0
1
1
0
0
0
0
0
2
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
18

116
43
0
0
4
1
6
1
0
2
0
0
1
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
175

2
3
3
1
0
2
0
2
0
0
0
1
0
1
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
16

2
2
4
0
1
1
0
4
0
2
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
17

238

50

1
1
0
6
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
9

3
2
0
0
0
0
1
0
0
0
0
0
1
0
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
8

1
4
1
2
0
0
0
0
3
0
0
1
0
2
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
15

0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1
18

0
0
0
0
0
0
0
0
1
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
2

0
11
0
1
1
2
0
0
0
1
1
0
2
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
19

0
0
0
0
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1

0
1
1
0
0
0
0
1
1
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5
25

0
10
0
3
0
2
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
16

0
1
1
1
0
1
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5
23

0
0
0
0
0
2
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
2

0
0
2
0
2
1
0
0
2
2
0
0
0
0
1
0
0
0
0
5
0
0
0
0
0
0
0
0
0
0
15

MS

SEs 
analy-
sed

CZ 137
DE 91
21
NL
FR 15
UK 14
AT
13
SK 13
LU 11
8
BE
8
CY
HU
4
4
LV
NO 4
3
EE
2
LI
2
PL
1
DK
1
ES
IE
1
1
SE
BG 0
0
EL
0
FI
0
ICE
0
IT
0
LT
0
MT
0
PT
RO 0
0
SI

Total 354

52 

53 

The  information  in  this  Annex  is  extracted  from  the  data  contained  in  "Appendix  2.3.:  Factsheets  on 
established  SEs"  of  the  "Study  on  the  operation  and  the  impacts  of  the  Statute  for  a  European 
Company" commissioned by the Commission. It is based on the information that was available on the 
369 SEs contained in the study and set up as at 15 April 2009. Where the data indicated that the SE was 
originally a shelf SE, this was presumed. 
Non-shelf SEs where the number of employees was unknown are denoted "Employees?" in table 4 and 
table 6. 

EN 

25 

   EN 

 
 
                                                 
Table  4  shows  that  the  majority  of  SEs  (67%)  had  the  minimum  capital  requirement  of 
€120,000 at the time of formation. However, the se tting up of shelf SEs accounts for most of 
these  cases.  Around  30%  of  all  non-shelf  SEs  were set up  with an initial subscribed  capital 
above  €10  mio.  Around  half  of  these  had  a  s ubscribed  capital  above  €100  mio,  and  also 
around half of them were German SEs. Most other SEs with a high initial subscribed capital 
came  from  Austria  or  France.  The  Czech  SEs  were  almost  exclusively  present  in  the  two 
smallest size-categories of subscribed capital.  

The initial subscribed capital of SEs with 5 or more employees ("normal" SEs) were relatively 
equally spread across the different size-categories of subscribed capital. However, in all size-
categories of initial subscribed above €3 mio th ese SEs accounted for a large majority of the 
SEs. SEs with no employees ("empty" SEs) were mostly represented in the two smallest size-
categories  of  subscribed  capital,  but  they  also  represent  around  20%  of  the  SEs  in  the  two 
biggest size-categories. 

Table 5 

Sector of activity

Finance/insurance
Other services
Real estate
Manufacturing
Wholesale/retail trade
Total

120,000

Sector of activity compared to the subscribed capital 
3 mio.-10 
mio.
6
6
1
2
1
16

120,001-
3 mio.
18
14
3
3
5
43

10 mio.-
100 mio.
6
8
2
7
1
24

> 100 
mio.
8
2
2
4
2
18

19
16
12
4
3
54

Total

57
46
20
20
12
155

Capital 
un-
known
4
1
0
2
2
9

Table 5 above provides an indication of the different sectors of activity where originally non-
shelf SEs operated depending on the size of their initial subscribed capital. The table is based 
on 183 SEs, but the table only presents the five most common sectors of activity (some SEs 
were operating in more than one sector of activity). 

The  table  shows  that  "Finance/insurance"  and  "Other  services"  were  generally  well 
represented in all size-categories of subscribed capital, however the relative weight of these 
two sectors of activity decrease the higher subscribed capital. "Manufacturing" was a sector of 
activity that had more weight in the higher size-categories of subscribed capital. 

EN 

26 

   EN 

 
 
Table 6 

MS

CZ
DE
NL
FR
SK
AT
LU
CY
UK
BE
HU
NO
EE
LI
LV
PL
DK
ES
IE
SE
Total

Development in the subscribed capital since the formation of the SE

Normal 
SE
3
30
7
6
2
6
2
2
1
2
1
2
3

2
2
1
1

Empty 
SE
7
9
9
1
3
2
5
3
3
2
2

6

7
3

2
1
1

7
1
1
2
3

Stagnation
Emplo-
yees? Shelf Sum
134
117
78
36
16
13
12
11
9
8
7
5
4
4
3
2
2
2
1
1
1

1
1

2

2

1

Normal 
SE
1
3

1
1
1

2

1

Increase
Emplo-
yees? Shelf Sum
1
9

1

Empty 
SE
0
0
5
1

1

2
13
5
1
1
1
2

2

1

73

46

24

170

313

10

6

2

10

28

Un-
repor-
ted 
1

2
1

1

2
9
3

1
1

6
27

Table  6  above  shows  to  what  extent  SEs  had  remained  within  their  size-category  of 
subscribed capital since their formation. It shows that around 8% of the SEs had moved to a 
higher  size-category  and  thus  increased  their  subscribed  capital.  Most  of  the  SEs  that  had 
increased their subscribed capital were originally either normal or shelf SEs, and half of them 
were German. 

Only one SE (from Austria) had reduced its subscribed capital. 

EN 

27 

   EN 

 
 
Annex 6: Employees of the SE54 

The table below shows the number of employees in the SEs at the time of formation of the 
SE. 

Employees at time of formation

0

1-9

10-49

50-249 > 250

SE type

SE type SE type SE type SE type

Normal Empty Shelf Normal Normal Normal Normal

Un-
repor-
ted

3

1

2
2

3
1

2
1

1

1
1

2
1
1

1

2

3
12
14
3
5
3
5
5
1
3

2

1

1

108
45

7
4
1
2
1

4

2

1

2
2

1

2

1

1
24
5

22
2
1

1
4
2
2
2
1
2
1
1

1

5
4

2
7
3

1
1

2

2
3

1

Table 7  

SEs 
analy-
sed

115
89
22
13
11
10
10
9
8
7
6
3
3
2
1
1
1
1
1
0
0
0
0
0
0
0
0
0
0
0

MS

CZ
DE
NL
SK
UK
AT
CY
LU
FR
BE
SE
HU
NO
PL
DK
EE
IE
LI
LV
BG
EL
ES
FI
ICE
IT
LT
MT
PT
RO
SI

Total 313

7

58
240

175

8
8

10
10

8
8

47
47

56

Table 7 shows that most SEs were set up without employees. However, this is mainly due to 
the fact that around half of all SEs were originally set up as shelf SEs. Around 34% of all non-

54 

The  information  in  this  Annex  is  extracted  from  the  data  contained  in  "Appendix  2.3.:  Factsheets  on 
established  SEs"  of  the  "Study  on  the  operation  and  the  impacts  of  the  Statute  for  a  European 
Company"  commissioned  by  the  Commission.  Where  the  data  indicated  that  the  SE  was  originally  a 
shelf SE, this was presumed. In five cases an SE was categorised by E&Y as "UFO" even though there 
was information that there were 0 employees at the time of formation. In table 7 these five cases have 
therefore been treated as "Empty" SEs.  

EN 

28 

   EN 

 
 
 
                                                 
shelf  SEs  were  set  up  with  more  than  250  employees.  Around  half  of  these  came  from 
Germany. 

EN 

29 

   EN