| Societas Europea („SE“) | EU-Inc |
|---|---|
| Minimum share capital of 120,000 EUR | No minimum share capital |
| Incorporation requirements | |
| Must be created from: |
Merger of at least two previously existing companies from different Member States, or
Formation of a SE Holding Company, with at least two subsidiaries from different Member States, or
Formation of a SE subsidiary, held by at least two parent companies from different Member States, or
Conversion of a company that owns at least two subsidiaries from different member States (The legality of a merger shall be scrutinised by the court, notary or other authority competent in the Member State of the registered office of the SE) | Will be incorporated without requiring a previous connection or group relationship with another pre-existing company but must have its registered office in an EU-Member State. | | Incorporation process The formal requirements regarding the formation of a company are set out in the rules applicable to the national legal forms for corporations. | The EU Inc shall be incorporated digitally. | | Register The SE must be registered in the commercial register of the EU Member State where the registered office is located. | The EU shall establish an EU-Inc. Registry, which enables a fully digital, online registry and supports the eIDAS authentication. | | Company Law The company law regulations are based on those of the laws of the national stock corporations of the country in which the SE has its registered office. | The EU Inc shall have its own corporate law, the “"28th Regime" corporate framework”. | | Management structure With regard to management, the shareholders of a SE can opt within the articles of association for one to the two following systems: One-Tier-System (board of directors) or Two-Tier-System (management board and a supervisory board). | The EU Inc shall have a board of directors and can appoint an advisor/observer board. | | Legal jurisdiction The SE is subject to the courts of the SE’s registered office EU-Member State and regarding EU law or validity of EU regulations it is subject to the European Court of Justice. | The EU Inc will be subject to the national courts chosen by the EU-Inc or a dedicated EU-wide fast-track court system and is subject to the European Court of Justice, where further escalation is required. | | Relocation The SE can move headquarters within the EU, but there are specific legal requirements (e.g. a transfer proposal; a report, explaining and justifying the legal and economic aspects of the transfer; etc.) | The EU Inc can relocate their registered office within the EU without the need to change their corporate structure provided that it does not conflict with Directives 2009/133/EC and (EU) 2016/1164 or any other applicable EU legislation subsequently adopted.. | | Co-determination The national rules regarding co-determination do not apply to the co-determination of the SE’s employees. The level of co-determination therefore does not depend on the number of employees employed by the SE. Instead, the so-called ‘before and after principle’ applies. The general legal idea is derived from the standards of the SEGB that the highest standard of co-determination of a company involved in the formation of the SE also continues to exist in the SE. | Thresholds, such as reaching a certain number of employees or a particular level of revenue, will trigger the obligation to consult employees on key matters. |