Procedura przeniesienia siedziby europejskiej spółki akcyjnej
Transfer procedure of registered office of european company

Summary/Abstract: The concept of a Societas Europaea (SE), a company organised under a supra-national European law rather than the law of an individual Member State, had its contemporary origins in a proposed European company law issued by the Commission in 1970. Thirty years in the making - or forty if one counts from the articulation of the idea rather than the presentation of the first formal proposal - the Regulation of the Statute for a European company (SE) and its companion Directive supplementing the Statute for a European company with regard to the involvement of employees were finally adopted by the Council on 8 October 2001. As the supplementing Directive has to be implemented into the national laws of Member States within three years and the Regulation cannot enter into force without it, the new European legal form will be at the disposal of the enterprises only from approximately the end of 2004 onwards. Until that time, the Member States must make such provision as it is appropriate to ensure the effective application on the SE Regulation. In the following, the new European legal form shall be valued against the background of the EC legal harmonisation and the freedom of establishment throughout the Community thereby created for the companies. Arguably, an underlying motive behind the Commission’s efforts to create a supra-national form such as the SE was to encourage the formation of larger companies with greater economies of scale, thereby permitting European corporations to compete more effectively on the global market with their American and Japanese counterparts. One of the innovative features of the Societas Europaea is the transfer of registered office. For the first time, a special procedure is provided for enabling a company to transfer its registered seat from one Member State to another without winding up or loss of legal personality subject to a prescribed procedure which includes a requirement of a qualified majority and the publication of the transfer proposal. The transfer of seat within the procedure of Art. 8 of the Regulation is a transfer of the registered office. The following article describes the whole procedure in details. Cases of Daily Mail and Überseering are also presented.

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