Appendix 5.3 of the International Associations Statutes Series vol 1, UIA eds (1988)
On 30 June 1970 the Commission of the European Communities, pursuant to Article 149.2 of the European Treaty, put forward a proposal for a Regulation by the Council of the European Communities on the statute for European companies (1). In the light of the opinion of the European Parliament (2) and of the Economic and Social Committee (3) this proposal was amended and presented by the Commission to the Council on 13 May 1975 (4). This would permit the ["formation, side by side with companies governed by one or other national law, of companies wholly subject only to a specific legal system that is directly applicable in all of the Member States, thereby freeing this form of company from any legal tie to this or that particular country"] (4, p. 11). The provisions of the proposal have been aligned with other proposals concerning the coordination of safeguards under national company law and with work on the creation of European law by means of conventions.
Partly because of the complex legal implications of this proposal within Member States, priority has not been given to this proposal (which remains active) but rather to bringing about some harmonization of the structure of national public limited companies and the powers and obligations of their organs (5). This may be seen as a necessary preliminary measure prior to permitting the creation of companies at the European level.
Although the proposal, if and when it is implemented, would not be directly applicable to the question of a statute for non-profit associations operating at the European level, many of the articles suggest fruitful possibilities for further articulation of proposals for any future statute for European or (international) associations. It is also somewhat ironic to find, within the proposals governing the statute of European companies, a set of 30 detailed Articles (Articles 100-129) devoted to the statute of a "European Works Council". These Councils would be trade unions to be created at the European level for each such European company for the representation of its employees. This would appear to be the first intergovernmental attempt to provide for the legal status of an international non-governmental organization outside the framework of individual national laws. It is appropriate to note, however, that the provisions made by the General Assembly for the status of United Nations personnel create specific staff councils (in New York, Geneva, Bangkok, etc) to represent UN personnel (see Staff Rules, [Article 8.1 (b)]). These could be considered nongovernmental bodies but may also be distinct from staff associations (as trade unions).
When, and if, the proposed statute is implemented, and if by that time no adequate provisions have been made for international non-profit associations, such bodies may consider the possibility of providing themselves with legal status as "European companies". This would be in accordance with the practice in the United States of incorporating under the legal provisions for commercial corporations. For example, the General Corporation Law of New York distinguishes "stock corporations" from "non-stock corporations". The latter, including ordinary religious, charitable and philanthropic non-profit corporations, issue "certificates of membership" instead of "certificates of stock", although they may be called by the latter term (6, p. 11). Within many states of the USA ["there are no clear provisions for non-profit corporations. Only fragments of legislation on the subject can be found. And these are usually inserted, as an afterthought, in the midst of provisions governing business organizations"] (6, p. 13). Perhaps such "afterthoughts" might yet be inserted in the EEC proposal.
The proposed statute for a European company defines it to be ["a commercial company whatever the object of its undertaking"] (Art. 1(3)) which has the ["object of carrying on of economic activity"] (Art. 2(2)). It remains to be seen whether some non-profit bodies would find it beneficial, and easy, to define their activities in these terms - especially since a very broad interpretation tends to be given to "economic" in contexts where there is little legal recognition of "non-economic" activities (e.g. distribution of an association newsletter in exchange for a membership fee may easily be defined as an economic activity). A major factor within the EEC is of course taxation and especially Value Added Tax (VAT). At present this may be reimbursed to non-profit associations, but not to non-profit trade unions, trade associations or professional bodies.
The proposed statute contains 284 Articles (plus an additional 47 in 3 Annexes). These are accompanied by detailed explanatory notes on most of the Articles, making a total of 223 pages (4). The text reproduced below is that of the Preamble, followed by that of selected Articles, or the title of the Article only. The Preamble is reproduced here because the arguments put forward are equally valid for the creation of a statute for European (or international) associations - especially if references to "social, cultural, scientific and recreational" are substituted for "economic" in the text, and "non-profit associations" for "commercial companies".
Preamble
The Council of the European Communities,
Having regard to the Treaty establishing the European Economic Community, and in particular Artice 235,
Having regard to the proposal from the Commission,
Having regard to the Opinion of the Assembly,
Having regard to the Opinion of the Economic and Social Committee,
Whereas a harmonious development of economic activities and a continous and balanced expansion within the Comunity as a whole call for transition from the stage of customs union to that of economic union; whereas achievement of the latter presupposes, in addition theelimination of obstacles to trade, a reorganization of the factors of production and distribution on a Community scale in order to ensure that the enlarged market will operate similarly to a domestic market;
Whereas to this end it is essential that undertakings whose activity is not confined to meeting purely local requirements should be able to plan and carry out the reorganization of their activities at Community level and improve their means of action and their competitiveness directly at this level; and whereas, if such improvement were to occur in the main at national level, it might tend to fragment markets and so constitute an impediment to economic integration;
Whereas structural reorganization at Community level presupposes the possibility of combining the potential of existing undertakings in a number of Member States by rationalization and merger, but these processes can only be conducted subject to the rules on competition;
Whereas the establishment of European undertakings is clearly the obvious and normal means of achieving these aims under the most satisfactory conditions;
Whereas this is therefore a necessary instrument for attaining the said objectives of the Community;
Whereas, however, the establishment of such undertakings meets with legal, fiscal and psychological difficulties; and whereas the measures provided for in the Treaty by way of harmonization of legislation and the conclusion of conventions to enable the movement of companies to be effected by transfer of the registrated office and by merger are calculated to alleviate some of these difficulties, they do not dispense with the necessity of adopting a specific national legal system to invest an economically European undertaking with the legal status essential to a commercial company; still less do they eliminate the obstacle which a change of nationality constitutes for undertakings linked by name and tradition to a given country;
Whereas therefore, the legal framework within which European undertakings must still operate, and which remains national in character, no longer corresponds to the economic framework within which they are to develop if the Community is to achieve its purpose; and whereas this situation, especially because of the psychological effects it produces, may seriously impede the regrouping of companies incorporated in different countries;
Whereas the only solution capable of effecting both economic and legal unity of the European undertaking, is accordingly, to permit the formation, side by side with companies governed by one or other national law, of companies wholly subject only to a specific legal system that is directly applicable in all the Member States, thereby freeing this form of company from any legal tie to this or that particular country;
Whereas the introduction of this uniform legal status effective throughout the Community thus appears necessary for the unimpeded formation and management of undertakings of European dimensions produced by regrouping the forces of national companies;
Whereas the requisite powers formulate this legal status have not been provided for in the Treaty;
Whereas the purpose underlying the legal provisions for a European company demands in any event, without prejudicing any future economic requirements, that a European company may be formed, to allow companies in different Member States to merge, to form a holding company and to allow companies and other corporations pursuing commercial aims and incorporated in different Member States to form joint subsidiary companies; and whereas it is sufficient, in order to attain the desired economic objectives, at the same time as the process of founding a European company is simplified, to accept as founders of a European company through merger and the establishment of holding companies, apart from other European companies, only companies incorporated under national law in the form of a company limited by shares;
Whereas the form of a European company should itself be that of a company limited by shares, which is best suited, from both the financial and management points of view, to the needs of companies operating at European level; and whereas in order to ensure that such undertakings may operate on an acceptable scale, a minimum paid-up capital must be stipulated such that these companies have adequate resources at their disposal, but not such as thereby to restrict the formation of European companies by national undertakings of medium size; and whereas the amount of capital must none the less be smaller in the case of formation of subsidiaries;
Whereas to obtain maximum benefit from such uniformity of status, none of the regulations governing the founding, structure, operation and winding-up of the European company must be subject to national laws; and whereas it is necessary for this purpose to formulate a statute for the European company containing a full set of standard provisions and to refer back to the general principles common to the laws of the Member States for solution of problems relating to matters governed by this Statute but which have not expressly been dealt with herein;
Whereas in order to ensure uniformity of status it is imperative that the founding of the European company be subject to a system of registration at a central registry, under legal control, to eliminate any possibility of invalidity of the company after incorportion; and whereas one specific European legal body should be seised of this control in order to avoid discrepancies of judgment in the scrutiny of deeds and documents prepared by the founders; and whereas the requisite authority should naturally be vested in the judicial body of the Communities, the Council of Justice of the European Communities;
Whereas, in order to afford the European company every possibility of efficient management but at the same time to ensure effective supervision thereof, it is necessary to introduce a system whereunder a clear separation of responsibility is obtained and to provide the European company with a Board of Management administering the company's affairs under the supervision of a Supervisory Board by whom it is appointed;
Whereas, in order to promote throughout the Community a harmonious development of economic activities, an increase in stability and an improvement of working conditions and of the standard of living for workers, it is necessary to involve the employees in the life of the European company; whereas in all the Member States concrete consequences follow from the special legal factual relationship between employees and undertakings; whereas though all these arrangements differ in content, they are based on the common conviction that the employees on an undertaking must be able to have a common representation of their interests within the undertaking and to share in the making of certain decisions;
Whereas the wide differences between the laws in force in the Member States as regards the representation of employees on the governing bodies of undertakings and the means whereby they participate in the decision-making process do not allow of such matters being left to the jurisdiction of national laws insofar as the governing bodies of European companies are concerned, for the uniformity of the provisions applying to the administration of the European company would then be disrupted;
Whereas employees must be represented in like manner to shareholders on the Supervisory Board of the European company so that account may be taken of the interests of both groups concerned in the undertaking of the European company when important economic decisions are made in respect of the administration of the company and of the appointment of members of the Board of Management;
Whereas, further, in order to enable interests to be represented in the European company broader than those of the shareholders and employees directly affected, it is requisite that the Superviory Board of the European company shall include as members persons representing general interests and independent of both shareholders and employees;
Whereas national legislation concerning representation of workers at works level may continue to apply, it is nevertheless necessary, in the case of European companies with establishments in several Member States, to provide for the formation of a European Works Council as the body representing the interests of employees of the European company, possessing its own rights of information, consultation and co-determination and competent to deal with matters affecting a number of establishments;
Whereas, in order to ensure that in all Member States members of the Supervisory Board appointed by the employees and members of the European Works Council are elected by employees in a uniform manner and in accordance with democratic principles uniform electoral rules must be introduced;
Whereas the European company must be subject to uniform rules regarding the presentation of accounts which reflect a true and fair view of the company's assets, financial position and operating results;
Whereas the grouping of undertakings under sole managements has acquired such economic importance that a Statute for the European company must contain rules which take account of the economic and operational characteristics of ties between undertakings; whereas the rules providing for a flexible operating policy must be available to the European company in a framework laid down by law; and whereas shareholders independent of the group, and employees and creditors of undertakings within the group must at the same time be afforded adequate safeguards;
Whereas the Court of Justice must have jurisdiction, to the exclusion of national court, to decide whether a European company and another undertaking constitute a group of companies within the meaning of this expression in Title VII of this Regulation; and whereas, indeed, the existence of a group, which has important legal implications for the management, the shareholders and the employees of a company, being a member therof often cannot be established, in case of doubt, except by analysis of actual relationships between companies in different countries and hence of the [de facto] situations in these various countries, which require appraisal; and whereas an examination of this kind would be very difficult for a national tribunal whose powers of inquiry would not extend beyond the country concerned;
Whereas the European company must retain the capacity to transform itself according to its economic needs into a company incorporated under national law or to merge with other European companies or with limited companies incorporated under national law;
Whereas the European company must remain subject to national fiscal requirements, since formulation of a fiscal system solely for the European company might be the source of discrimination, favourable or otherwise, in relation to [sociétés anonymes] subject to national law;
whereas, however, allowance should be made in the calculation of the taxable profits of the European company for losses incurred by their permanent branches or subsidiaries in other countries, until taxation of the revenue of the companies can be brought under the exclusive control of their country of domicile for fiscal purposes; whereas it is necessary, moreover, to lay down a procedure for the settlement of possible disputes upon the determination of the domicile of the European company for fiscal purposes and to settle the terms and consequenses of transfer of fiscal domicile from one country to another; and whereas, further, the European company is to benefit, on the same basis as companies incorporated under national law, from the provisions of the directive concerning the common fiscal system applicable to parent ans subsidiary companies in different Member States and the directive on the common system applicable to mergers, scission and the contribution of assets effected between companies in different Member States, issued by the Council on...;
Whereas, in order to ensure that breaches of obligations under the Statute for the European company shall not go unpenalized, it is essential that Member States introduce appropriate provisions to punish such breaches; and whereas it is necessary that all Member States should prescribe penalties under criminal law or fines for the same offences and only for those offences, in order to avoid disparities prejudicial to uniformity of status,
Has adopted this Regulation:
Title I: General Provisions
Art. 1: Form of European Company (SE)
1. Commercial companies may be incorporated throughout the European Economic Community as European companies (Societas Europaea 'SE') on the conditions and in the manner set out in this Regulation.
2. The capital of the European company shall be devided into shares. The liability of the shareholders for the debts and obligations of the company shall be limited to the amount subscribed by them.
3. The SE is a commercial company whatever the object of its undertaking.
4. The SE has legal personality. In each Member State and subject to the express provisions of this Statute it shall have in all respects the same rights and powers as a company limited by shares incorporated under national law.
Art. 2: Formation
1. Companies limited by shares incorporated under the law of a Member State may form an SE by merging or by forming a holding company, provided at least two of the companies are subject to different national laws.
2. Companies having legal personality, including cooperative societies, incorporated under the law of a Member State, and other corporations governed by the public or private law of a Member State, which have as their object the carrying on of economic activity, may form an SE by forming a joint subsidiary company, provided that at least two of those companies or corporations are subject to different national laws.
3. A company or other corporation which participates in forming an SE must be one which is recognized under the Convention on the mutual recognition of companies and bodies corporate, signed on 29 February 1968 in each Member State whose law applies to any of the participating companies or corporations.
Art. 3: Formation with participation of an SE
1. An SE together with one or more other European companies or together with one or more limited companies under the laws of Member States may establish an SE by merging or by forming a holding company.
2. An SE together with one or more other SE's, or together with one or more companies or other corporations within the meaning of Article 2(2) constituted under the laws of Member States may establish an SE by forming a joint subsidiary.
3. An SE may establish a subsidiary in the form of an SE.
4. Article 2(3) shall apply to companies and other corporations which participate in establishing an SE under paragraph 1 or 2 of the Article, if such companies and other corporations are constituted under the laws of one or more Member States.
Art. 4: Minimum capital
The capital of an SE shall amount to not less than:
- 250,000 u.a. in the case of a merger or formation of a holding company,
- 100,000 u.a. in the case of formation of a joint subsidiary,
- 100,000 u.a. in the case of formation of a subsidiary by an SE.
Art. 5: Registrated office of SE
1. The registered office of an SE shall be situate at the place specified in its Statutes. Such place shall be within the European Economic Community. 2. The Statutes may designate a number of registered offices.
Art. 6: Dependent and controlling undertakings
1. For the purpose of this Statute, a dependent undertaking is one which has separate legal personality and over which another undertaking (hereinafter referred to as the ["controlling company"]), is able, directly or indirectly, to exercise a controlling influence, one of the two being an SE.
2. An undertaking shall be conclusively presumed to be dependent on another, when that other has the power, directly or indirectly in relation to the first:
[(a)] to control more than half the votes exercisable in respect of the whole of the issued share capital;
[(b)] to appoint more than half of the Board of Management or of the supervisory body of the first undertaking.
3. A controlling influence shall be presumed to be exercisable if one undertaking has, directly or indirectly, a majority shareholding in the capital of another.
4. In calculating the extent of the shareholding of a controlling company in a dependent company there shall be taken into account shares in it which belong to an undertaking acting on behalf of the controlling company or to an undertaking dependent thereon.
Art. 7: Scope of the Statute
1. Save as otherwise provided, matters governed by this Statute, including those not expressly mentioned herein, shall not be subject to the national laws of the Member States. A matter not expressly dealt with herein shall be governed:
[(a)] by the general principles upon which this Statute is based;
[(b)] if those general principles do not provide a solution to the problem, by the rules or general principles common to the laws of the Member States.
For the purposes of the application of this Regulation the rules and general principles of law of the Member States referred to in sub-paragraph [(b)] shall be deemed to be incorporated herein.
2. Matters which are governed by this Statute shall be subject to the national law applicable in the circumstances.
Art. 8: European Commercial Register
1. Every SE shall be registered in the European Commercial Register at the Court of Justice of the European Communities. The documents to be published under this Statute shall be filed therein.
2. The formalities concerning the opening and maintaining of the European Commercial Register shall be laid down in rules prescribed by the Council on a proposal from the Commission.
3. Each Member State shall maintain in its own country, a register supplementary to the European Commercial Register in which European companies, which have their registered office in the territory in that State, shall also be registered. Duplicates off all documents filed in the European Commercial Register shall also be filed in the supplementary register. Entries appearing in the European Commercial Register and documents filed therein shall be deemed authentic in the event of discrepancies.
4. The European Commercial Register, its supplementary registers and the documents filed therein shall be open to public inspection.
Art. 9: Notices concerning SE 1. All notices in respect of the SE shall be published in the Official Journal of the European Communities and in the official publication for company notices in the Member States in which the SE has its registered office. The text in the original language of a notice published in the Official Journal of the European Communities shall alone be authentic.
2. The publications referred to in the preceding paragraph are hereinafter called [company journals].
3. Where this Statute prescribes a time-limit computed from the date of publication in the company journals, such time-limit shall be computed from the date of publication of whichever of the relevant journals shall last be published.
Art. 9a: Effects of Notices ....
Art. 10: Documents of SE
In all documents sent out by it the SE shall state the number under which it is registered in the European Commercial Registry, the address of its registered office and the amount of its issued capital. If the company is in liquidation, that fact also shall be stated.
Art. 10a: Jurisdiction
For the purposes of the application of the Convention on Jurisdiction and the Enforcement on Civil and Commercial Judgments of 27 September 1968 and in particular of Articles 16(2) and 53 first sentence thereof, and for the purposes of the application of the provisions of this Statute which provide that of the court of the place where the company has its registered office shall have jurisdiction, the registered office of an SE shall exclusively be deemed to be the office of offices described as such in the statutes of the company pursuant to Article 5.
Art. 10b: Related applications
Where related applications concerning an SE are brought before the courts of different Member States, each of which has exclusive jurisdiction, the courts other than before which the action is first brought, shall, so long as the application has not become [res judicata], stay proceedings of their own motion, unless they decline jurisdiction in accordance with Article 22(2) of the Convention on Jurisdiction and the Enforcement of Civil and Legal Judgments of 27 September 1968.
Art. 10c: Recognition and execution of judgments
Where there is more than one registered office, recognition and execution of a judgment rendered by the court of a Member State which is competent by virtue of a registered office of the SE being situate in such State may not be repudiated in the State of recognition or execution on the ground that there is another registered office of the SE established in the latter State.
Title II: Formation
[Section one: General]
Art. 11: Application for registration of SE
1. Application shall be made to the Court of Justice of the European Communities by the founder companies for registration of the SE in the European Commercial Register.
2. The application shall be accompanied by the document of constitution and the statutes of the SE, and the additional particulars prescribed under the subsequent Sections of this Title with regard to the individual methods of formation.
3. The expression [founder companies] in this Title means those companies and other Corporations which under Articles 2 and 3 may participate in forming an SE in one of the ways herein provided.
Art. 12: Document of constitution
The document of constitution of the SE shall be drawn up by the founder companies in the manner provided under one of the subsequent Sections of this Title. It shall be authenticated by notarial deed.
Art. 13: Statutes of SE
1. The Statutes of the SE must be approved by the founder companies in the manner provided under one of the subsequent Sections of this Title. They shall be authenticated by notarial deed.
2. The Statutes shall contain not less than the following:
[(a)] the name of the company which shall include the abbreviation [SE];
[(b)] the address of the company's registered office;
[(c)] the object of the undertaking;
[(d)] the amount of the capital, the nominal value and number of the shares; specifying whether they are different classes of shares the nominal value and the number of shares and the rights attaching thereto shall be stated in respect of each class;
[(e)] the period for which the company is formed, if its duration is limited;
[(f)] the names of the first members of the Board of Management;
[(g)] the names of those first members of the Supervisory Board who are to be appointed by the shareholders.
Art. 14: (deleted)
Art. 15: Auditors ....
Art. 16: (deleted)
Art. 17: Examination by the Court of Justice of the European Communities
1. The Court of Justice of the European Communities shall examine whether the formalities required for the formation of the SE have been complied with. A procedural regulation shall prescribe the scope and form of this examination.
2. The Court of Justice shall refuse to register a company as an SE in the European Commercial Register, if the provisions of this Regulation relating to its formation have not been complied with, or if the Statutes of the SE do not conform to the provisions of this Regulation.
3. The Court of Justice may require the founder companies to provide all the information it may desire. It may allow them to supplement or correct their applications and the documents relating to formation which they have filed.
4. If the Court of Justice finds no reason to refuse or to defer registration, it shall order registration of the SE in the European Commercial Register and shall forward the application thereto, together with the particulars filed pursuant to Article 11.
Art. 18: Registration of formation
1. There shall be registered in the European Commercial Register:
[(a)] the name of the company;
[(b)] the address of the registered office;
[(c)] the object of the undertaking;
[(d)] the amount of the capital;
[(e)] the names of the members of the Board of Management, and of the members of the Supervisiory Board appointed by the shareholders;
[(f)] a statement of the manner in which the company is formed pursuant to Article 2 or 3;
[(g)] particulars of the founder companies;
[(h)] a statement that each member of the Board of Management is authorized to represent the company in dealings with third parties;
2. The fact of registration and the particulars required by paragraph 1 shall be published in the company journals.
Art. 19: Acquisition of legal personality by SE
1. The SE shall have legal personality from the day following the publication of its registration in the Official Journal of the European Communities. As from that date, it shall be treated as having been properly formed in all respects.
2. Any person who acts in the name of the SE before this date shall be personally liable to third parties in respect of any obligation intended to be thereby incurred; if several persons have acted together they shall be jointly and severally liable.
3. The SE may itself assume liability for such obligations. In that case persons who have acted in the name of the SE shall cease to be liable under paragraph 2.
Art. 20: Liability in connection with formation
1. For a period of three years from the date on which the SE is registered in the European Commercial Register the founder companies and the members of their governing bodies shall be jointly and severally liable to the SE and to third parties for loss resulting from any omission or error in the particulars included in the application for registration.
2. The founder companies and the members of their governing bodies shall be similarly liable if the capital of the SE is not fully paid up in cash or in kind.
3. No liability shall be imposed under this Article on those members of the governing bodies of a founder company who at the material time was unaware of circumstances giving rise to liability under either of the foregoing paragraphs, nor could have become aware there of by exercising the care incumbent on a prudent businessman.
[Section two: Formation by merger]
Art. 21: Definition
Art. 22: Preparation of draft documents of constitution
Art. 22a: Opening balance
Art. 23: Audit
Art. 23a: Reports by governing bodies of founder companies
Art. 23b: Convening of General Meeting of founder companies
Art. 23c: Handling of implications of merger for employees
Art. 23d: Arbitration Board Art. 24: Approval of merger by General Meetings
Art. 25: Proceedings for invalidation of resolutions of General Meetings
Art. 26: Application for registration of SE and dissolution of founder companies
Art. 27: Protection of creditors of founder companies
Art. 28: Holdings of one founder company in another founder company
[Section three: Formation of an SE as holding company]
Art. 29: Definition
Art. 30: Preparation of draft documents of constitution
Art. 31: Audit
Art. 31a: Reports by governing bodies of founder companies
Art. 31b: Convening of General Meeting of founder companies
Art. 31c: Handling of implications of formation for employees
Art. 32: Approval of formation by General Meetings
Art. 33: Proceedings for invalidation of resolutions of General Meetings
Art. 34: Application for registration of SE and conversion of shares of founder companies
[Section four: Formation of a joint subsidiary]
Art. 35: Preparation of draft document of constitution
Art. 35a: Opening balance
Art. 35b: Audit
Art. 35c: Subsequent acquisition of assets
Art. 36: Approval of formation
Art. 37: Application for registration of SE
[Section five: Formation of a subsidiary by an SE]
Art. 38: Document of constitution, audit, subsequent acquisition of assets
Art. 39: Approval of formation and application for registration of SE
Title III: Capital - Shares - Debentures
[Section one: Capital]
Art. 40: Capital of SE
Art. 41: Increase of capital
Art. 42: Approval of future increase of capital
Art. 43: Entitlement of shareholders to subscribe for new shares
Art. 43a: Liability of Board of Management in connection with increases of capital
Art. 44: Reduction of capital
Art. 45: Protection of creditors when capital is reduced
Art. 46: Own shares
Art. 46a: Obligations to notify shareholdings
Art. 47: Reciprocal shareholdings
[Section two: Shares and shareholders' rights]
Art. 48: Form of shares
Art. 49: Rights conferred Art. 50: Issue of bearer or registrated shares
Art. 51: Issue of share certificate
Art. 52: Transfer of bearer shares
Art. 53: Transfer of registered shares
[Section three: Debentures]
Art. 54: Issue of debentures
Art. 55: Public issue of debentures
Art. 56: Body of debenture holders
Art. 57: Representatives of body of debenture holders
Art. 58: Meeting of body of debenture holders
Art. 59: Expenses in respect of measures taken in interests of body of debenture holders and legal venue in case of dispute
Art. 60: Convertible debentures
Art. 60a: Participating debentures
[Section four: Other securities]
Art. 61:
Title IV: Governing bodies
[Section one: Board of Management]
Art. 62: Function of Board of Management
Art. 63: Appointment of Board of Management
Art. 64: Powers of Board of Management
Art. 65: Representation of SE [via-à-vis] third parties
Art. 66: Authorization by Supervisory Board of acts of Board of Management
Art. 67: (deleted)
Art. 68: (deleted)
Art. 69: Other activities of members of Board of Management, borrowing from SE, agreements with SE
Art. 70: Obligations of members of Board of Management
Art. 71: Liability to SE
Art. 72: Liability proceedings
Art. 72a: Liability to shareholders and third parties
[Section two: The Supervisory Board]
Art. 73: Functions of Supervisory Board
Art. 73a: Rights of Supervisory Board and its members to information
Art. 74: Conditions of membership; Number of members
Art. 74a: Composition of Supervisory Board
Art. 74b: Carrying out of duties of Supervisory Board before its membership is complete
Art. 74c: Terms of office
Art. 74d: Termination of membership; Replacement by and appointment of alternates
Art. 74e: Dismissal of members by court
Art. 75: Appointment of shareholders' representatives
Art. 75a: Proposal of candidates for co-optation
Art. 75b: Election of such members
Art. 76: Election of Chairman; convening of Supervisory Board
Art. 77: Preparation of meetings and decisions Art. 78: (deleted)
Art. 79: Remuneration of members; borrowing from SE; agreements with SE
Art. 80: Obligations of members of Supervisory Board
Art. 81: Liability to SE
Art. 81a: Liability to shareholders and third parties
[Section three: Special obligations applicable to members of the Board of Management, the Supervisory Board, the auditors and principal shareholders]
Art. 82:
[Section four: The General Meeting]
Art. 83: Duties
Art. 84: Convening
Art. 85: Convening by shareholders
Art. 86: Convening procedure
Art. 87: Attendance at General Meeting
Art. 88: Representation of shareholders at General Meeting
Art. 88a: Public proxy solicitations
Art. 88b: Illicit voting
Art. 89: Procedure at General Meeting
Art. 90: Right of shareholders to information
Art. 91: Voting
Art. 92: Exercise of voting rights
Art. 93: Agreements on voting rights
Art. 94: Minutes of General Meeting
Art. 95: Proceedings for cancellation of resolutions of General Meetings
Art. 96: (deleted)
[Section five: Special supervision of the governing bodies]
Art. 97: Conditions for special supervision
Art. 98: Appointment and activities of special commissioners
Art. 99: Adoption of measures by court
Title V: Representation of employees in the European company
[Section one: The European Works Council]
[Sub-section one: General]
Art. 100: Formation of a European Works Council
Art. 101: Employees' representative bodies in Member States
Art. 102: References to employees' representative bodies in individual Member States
Art. 102a: Representation of trade unions in establishments of SE
[Sub-section two: Composition and election]
Art. 103: Number of representatives of establishments of SE on European Works Council
Art. 103a: Enlargement of European Works Council
Art. 104: Election of members of European Works Council Art. 105: (deleted)
Art. 106: (deleted)
[Sub-section three: Term of office]
Art. 107: Period of office of European Works Council; membership of national employees' representative bodies
Art. 108: Termination of membership
Art. 109: Constituent meeting of European Works Council
Art. 110: (deleted)
[Sub-section four: Operation]
Art. 111: Election of Chairman; decision-making; formation of committees
Art. 112: Protection against dismissal
Art. 113: Release of members of European Works Council from obligations arising from employment; prohibition of discrimination in matters relating to employment
Art. 114: Obligation of members of European Works Council to maintain secrecy
Art. 115: Expenses of European Works Council
Art. 116: Attendance of trade union delegates at meetings of European Works Council
Art. 117: Appointment of experts
Art. 118: Supply of information to employees on work of European Works Council
[Sub-section five: Functions and powers]
Art. 119: Competence of European Works Council
Art. 120: Rights of European Works Council to information
Art. 121: Right to receive same communications as shareholders
Art. 122: Right to require information
Art. 123: Right of European Works Council to participate in decision-making
Art. 124: Right of European Works Council to be consulted
Art. 125: Right of European Works Council to be consulted
Art. 126: Procedure for consultation
Art. 126a: Social plan
Art. 127: Agreements
[Sub-section six: Arbitration procedure]
Art. 128: Disputes between European Works Council and Board of Management
Art. 129: Disputes between European Works Council and national employees' representative bodies
[Section two: The Group Works Council]
Art. 130: Formation of Group Works Council
Art. 131: Appointment of members
Art. 132: Number of members and appointment procedure
Art. 133: Term of office and operation
Art. 134: Competence
Art. 135: Rights to information, consultation and co-determination Art. 136: Disputes with Board of Management of SE or with employees' representative bodies at employer level
[Section three: Representation of employees on the Supervisory Board]
Art. 137: Election of employees' representatives on Supervisory Board of SE
Art. 138: Refusal of employees to be represented on the Supervisory Board
Arts. 139 to 144: (deleted)
Art. 145: Rights and obligations of employees' representatives
[Section four: Regulation of Terms of Employment]
Art. 146: Conclusion of collective agreements with trade unions represented in establishments of SE
Art. 147: Effects of collective agreements
Title VI: Preparation of the annual accounts
[Section one: General provisions]
Art. 148: General principles for drawing up annual accounts of SE
Art. 149: Exception for banks and insurance companies
[Section two: Classification of the annual accounts]
[Sub-section one: General provisions]
Art. 149a: Constant use of same presentation
Art. 150: Principles of lay-out
Art. 150a: Adaptation of lay-out
Art. 151: Compensation
[Sub-section two: Balance sheet]
Art. 152: Structure of balance sheet
Art. 153: Horizontal form of presentation
Art. 154: Narrative form of presentation
Art. 155: Relationship to several items in balance sheet
Art. 156: Setting out of contingent liabilities and long-term financial obligations
[Sub-section three: Particulars concerning certain items in the balance sheet]
Art. 157: Costs of formation
Art. 158: Classification as fixed or current asset
Art. 159: Research and development costs
Art. 160: Land and buildings
Art. 161: Participating interests
Art. 162: Prepayments on assets side
Art. 163: (deleted)
Art. 164: Depreciation and provisions for depreciation
Art. 165: Provisions for contingencies and charges
Art. 166: Accruals on liabilities side
[Sub-section four: Classification of the profit and loss account]
Art. 167:
Art. 168:
Art. 169 (A - Charges, B - Income):
Art. 170:
Art. 171 (A - Charges, B - Income):
[Sub-section five: Particulars concerning certain items in the profit and loss account]
Art. 172: Net amount of turnover
Art. 173: (deleted)
Art. 174: Expenditure arising as a result of absorption of losses
Art. 175: Exceptional earnings or charges
Art. 176: Taxes
Art. 177: Income arising form absorption of losses
Art. 178: Appropriation of profit for the year to reserves
[Section three: Valuation rules]
Art. 179: General principles
Art. 180: Valuation in accordance with principle of purchase price
Art. 181: Valuation on basis of replacement value or other methods which take account of present value
Art. 181a: Costs of formation
Art. 182: Items of fixed assets
Art. 183: Intangible assets
Art. 184: Tangible fixed assets
Art. 185: Majority holdings
Art. 186: Current assets
Art. 187: Stocks of goods
Art. 188: Discount
Art. 189: Provisions for contingencies and charges
[Section four: Contents of the notes of the accounts]
Art. 190: General principles
Art. 191: Individual items in notes on accounts
Art. 192: Exception for certain items
Art. 193:
Art. 194: Proposal for appropriation of profit for the year
[Section five: Contents of the annual report]
Art. 195:
[Section six: Preparation of group accounts]
Art. 196: Group accounts and part-group accounts
Art. 197: Non-consolidation of accounts of an undertaking within group
Art. 198: Drawing up of group accounts
Art. 199: Presentation of group accounts
Art. 200: Valuation
Art. 201: Information contained in notes on consolidated accounts
Art. 202:
[Section seven: Audit]
Art. 203: Audit by auditors
Art. 203a: Independence of auditor
Art. 203b: Independence of auditor
Art. 204: Appointment and removal of auditor
Art. 204a: Remuneration
Art. 205: Object of audit
Art. 206: Auditor's right to examine and check documents and assets
Art. 207: Auditor's certificate
Art. 208: Auditor's report
Art. 209: Liability of auditor
Art. 210: Audit of consolidated accounts
[Section eight: Approval of the accounts and report, appropriation of profits and publication]
Art. 211: Drawing up of annual accounts and report
Art. 212: Discussions of annual accounts and report
Art. 213: Approval of annual accounts and report
Art. 214: Approval of annual accounts and report
Art. 215: Approval of consolidated accounts and report of a group of companies
Art. 216: Submission of annual documents to General Meeting
Art. 216a: Transfer from profit for the year to legal reserves
Art. 217: Appropriation of profit for the year
Art. 218: (deleted)
Art. 219: Publication of annual accounts and appropriation of profit per balance sheet
Art. 219a: Form of publication
Art. 219b: Form of publcation of consolidated accounts
[Section nine: Legal proceedings in respect of the annual accounts and report]
Art. 220: Limitation periods and procedures
Art. 221: Orders of the court
Art. 222: Consolidated accounts
Title VII: Groups of companies
[Section one: Definition and scope]
Art. 223: Group membership
Art. 224: Scope
Art. 225: Decision on group membership by Court of Justice of the European Communities
[Section two: Publicity]
Art. 226: Publication of group membership
Art. 227: (deleted)
[Section three: Protection of outside shareholders]
Art. 228: Form of guarantees
Art. 229: (deleted) Art. 230: (deleted)
Art. 231: Equalization
Art. 232: Examination of offers
Art. 233: Report of Board of Management of dependent group company
Art. 234: Convening of General Meeting of dependent group company
Art. 235: Voting on offers
Art. 236: Court decision on offers
Art. 237: Publication of guarantees to be given
Art. 238: (deleted)
[Section four: Buying-out of outside shareholders]
Art. 238a: Conditions and procedure
Art. 238b: Procedure
[Section five: Protection of creditors]
Art. 239:
[Section six: Instructions and liability]
Art. 240: Instruction from controlling undertaking of group
Art. 240a: Obligations of members of Board of Management of controlling undertaking of group
Art. 240b: Liability
Art. 240c: Freedom from liability of members of Board of Management of dependent group company
[Section seven: Special rules regarding group relationships in existence prior to the formation of the SE]
Art. 240d:
Title VIII: Alteration of the Statutes
Art. 241: Conditions for alteration of Statutes
Art. 242: Convening of General Meeting
Art. 243: Resolutions of General Meeting
Art. 244: Notification of alteration of Statutes
Art. 245: Examination by Court of Justice of the European Communities and publication
Art. 246: (deleted)
Title IX: Dissolution, liquidation, bankruptcy and related proceedings
[Section one: Dissolution]
Art. 247: Cases of dissolution
Art. 248: Dissolution by resolution of General Meeting
Art. 248a: Handling of implications for employees
Art. 249: Loss of half of capital
Art. 250: Notification, supervision of dissolution resolution, publication of dissolution
[Section two: Liquidation]
Art. 251: General principles relating to liquidatin
Art. 252: Appointment of liquidators
Art. 253: Notice of appointment
Art. 254: Duties of liquidators
Art. 255: Duties of liquidators
Art. 256: Duties of liquidators
Art. 257: Distribution of company assets
Art. 258: Scheme of distribution
Art. 259: Completion of liquidation
Art. 260: Retention of books and records
Art. 260a: Continuation of SE
Art. 260b: Continuation of SE
[Section three: Bankruptcy, winding-up arrangements, composition and similar proceedings]
Art. 261:
Art. 262: (deleted)
Art. 263:
Title X: Transformation
Art. 264: Conditions for transformation
Art. 265: Report of Board of Management; consultation of European Works Council
Art. 266: Notification; examination by Court of Justice of the European Communities
Art. 267: (deleted)
Art. 268: Procedures after examination of transformations
Title XI: Merger
[Section one: General provisions]
Art. 269: Cases of mergers and definitions
Art. 270: Provisions applicable to an SE taking part in a merger
Art. 270a: References to provisions of Title II
[Section two: Acquisition by an SE]
Art. 271: Preparation of terms of merger
Art. 271a: Examination of terms of merger by experts
Art. 271b: Reports by governing bodies of merging companies
Art. 271c: Convening of General Meeting of merging companies
Art. 271d: Handling of implications of merger for employees
Art. 271e: Approval of merger and challenge of resolution of approval
Art. 271f: Notification of merger
Art. 271g: Examination by Court of Justice of the European Communities; publication and effect of merger
Art. 271h: Protection of creditors of transferring companies
Art. 271i: Shareholding of the SE in one of the transferring companies
[Section three: Acquisition of an SE by a company incorporated under national law]
Art. 272: Preparation of terms of merger
Art. 272a: Representation of employees on governing bodies of acquiring company
Art. 272b: Convening of General Meeting of SE
Art. 272c: Handling of implications of merger for employees
Art. 272d: Approval of merger and challenge of resolution of approval
Art. 272e: Notification of merger and examinations by Court of Justice of the European Communities
Art. 272f: Publication of merger
Art. 272g: Effect of merger
Art. 272h: Protection of creditors of SE
Art. 272i: Shareholding of acquiring company in SE
[Section four: Merger by formation of a new limited liability company under national law]
Art. 273: Preparation of terms of merger
Art. 273a: Representation of employees on governing bodies of new company
Art. 273b: Convening of General Meeting of SE
Art. 273c: Handling of implications of merger for employees
Art. 273d: Approval of merger and challenge of resolution of approval
Art. 273e: Formation of new company
Art. 273f: Examination of merger by Court of Justice of the European Communities and publication
Art. 273g: Expiry of SE
Art. 273h: Protection of creditors of SE
Art. 273i: Shareholding of one of the merging companies in one of the other merging companies
Art. 274: (deleted)
Title XII: Taxation
[Section one: Formation]
Art. 275:
[Section two: Tax domicile]
Art. 276: Determination of tax domicile
Art. 277: Transfer of tax residence
[Section three: Permanent establishments and subsidiaries]
Art. 278: Principles regarding the taxation of permanent establishments in Member States
Art. 279: Tax procedure
Art. 280: Term [permanent establishment]
Art. 281: Taxable subsidiaries
Title XIII: Offences
Art. 282:
Title XIV: Final provisions
Art. 283:
Art. 284:
Annex I: National employees' representative bodies pursuant to Article 102(1) of this Regulation
Annex II: Rules for the election of members of the European Works Council
[Section I: General provisions] - Articles 1 to 8
[Section II: Preparation and conduct of elections]
[(a)] Composition of electoral commissions - Articles 9 to 13
[(b)] Preparation of elections - Articles 14 to 16
[(c)] Conduct of elections - Articles 17 to 19
[Section III: Contestation of validity of elections] - Article 20
Annex III: Rules for the election of employees' representatives tothe Supervisory Board
[Section I: General Provisions] - Articles 1 and 2
[Section II: Election of employees' representatives by electoral delegates]
[(a)] Election of delegates - Articles 3 to 6
[(b)] Election of employees' representatives - Articles 7 to 21
[(c)] Contestation of validity of elections - Article 22
[Section III: Direct election of employees' representatives] - Articles 23 to 26
Annex IV: Penalties for infringements of the Statute
Notes
1. [Official Journal of the European Communities], 124, 10.10.1970 (Issued with explanatory notes as Bulletin of the European Communities, Supplement 8/1970)
2. [Official Journal of the European Communities], 93, 7.8.1974, p. 22
3. [Official Journal of the European Communities], 131, 13.12.1972, p. 32
4. [Bulletin of the European Communities], Supplement 4/75 (including explanatory notes)
5. Amended proposal for a Fifth Directive founded on Article 54(3)(g) of the EEC Treaty concerning the structure of public limited companies and the powers and obligations of their organs (Submitted by the Commission to the Council pursuant to Article 149(2) of the EEC Treaty on 19 August 1983). [Official Journal of the European Communities], C 240/3, 9.9.1983
6. Howard L Oleck. Non-Profit Corporations, Organizations, and Associations. Englewood Cliffs, Prentice-Hall, 1965