Guide to business in Spain Guía de negocios en España

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5. European public limited-liability company (S.E.)


5. EUROPEAN PUBLIC LIMITED-LIABILITY COMPANY (S.E.)

Regulation (EC) no. 2157/2001, of October 8, 2001, approving the bylaws for a European Company (S.E.), regulates the legal framework currently in force within the EU for this new type of European corporate entity. Law 19/2005, of November 14, 2005, which regulates S.E.s domiciled in Spain, adopted the necessary measures to guarantee the effectiveness of the directly applicable rules included in the Regulation, amending the repealed Corporations Law and including a new chapter. Moreover, this Regulation has been supplemented in Spain by Law 31/2006, of October 18, 2006 regulating the involvement of employees of European corporations and cooperatives, transposing Council Directive 2001/86/EC, of October 8, 2001.

  • Concept: An S.E. offers companies carrying on business in various Member States the possibility of setting up as a single company under EU regulations and operating in the EU under a single legislation and a unified administrative and declaration system. For companies acting in different Member Estates, an S.E. offers the possibility of reducing administrative costs with a legal framework adapted to EU regulations.
  • Main characteristics:
  • An S.E. will always be considered a derivative company since it can only be founded by other pre-existing companies. In other words, individuals are not allowed to create this type of company.
  • Need for the existence of a European multinational nature in the process of association giving rise to the formation of an S.E. In this regard, although there are different procedures for forming an S.E., there are two unavoidable requirements common to all with a view to preserving this European multinational nature:
  • That only entities formed pursuant to the legislation of a specific member state be involved in the formation of an SE, and their registered office and central management must also be located in the EU.
  • At least two of the entities involved must be subject to the legislation of different member states.
  • The subscribed capital may not be less than €120,000, although the minimum required capital can be higher in specific cases contemplated under Spanish legislation for companies pursuing certain activities (i.e. lending institutions). The Spanish legislation governing corporations will also apply to share subscription, payment, ownership and transfers.
  • S.E.s can only be formed as follows:
  • Merger: The merged companies must be subject to the legislation of different member states.

Guide to business in Spain

Annex I. Company and commercial law

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ICEX - Gobierno de España - Ministerio de Economía y competitividad
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