REGULATION OF 8 OCTOBER 2001 RELATING TO THE STATUTE OF THE EUROPEAN SOCIETY
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REGULATION OF 8 OCTOBER 2001 RELATING TO THE STATUTE OF THE EUROPEAN SOCIETY

Council Regulation (EC) No 2157/2001 of
8 October 2001
relating to the Statute for a European Company (SE)

THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty establishing the European Community, and in particular Article 308 thereof,
Having regard to the proposal by the Commission (1),
Having regard to the opinion of the European Parliament (2),
Having regard to the opinion of the Economic and Social Committee (3),
Whereas:
(1) The completion of the internal market and the improvement of the economic and social situation which it brings about throughout the Community imply, in addition to the elimination of barriers to trade, an adaptation of production structures to the from the community. To this end, it is essential that companies whose activity is not limited to the satisfaction of purely local needs can conceive and undertake the reorganization of their activities at Community level.
(2) Such a reorganization presupposes that existing undertakings in different Member States have the option of pooling their potential by means of a merger. Such operations can only be carried out in compliance with the competition rules of the Treaty.
(3) Carrying out restructuring and cooperation operations involving undertakings from different Member States encounters legal, psychological and fiscal difficulties. The approximation of the company law of the Member States by means of directives based on Article 44 of the Treaty is likely to remedy some of these difficulties. However, this merger does not exempt companies governed by different legislation from choosing a form of company governed by specific national legislation.
(4) The legal framework in which companies must carry out their activities in the Community remains mainly based on national laws and therefore no longer corresponds to the economic framework in which they must develop in order to enable the objectives set out in Article 18 to be achieved. of the treaty. This situation considerably hinders the regrouping of companies from different Member States.
(5) Member States are required to ensure that the provisions applicable to European companies under this Regulation do not lead to discrimination resulting from the application of unjustified different treatment to European companies compared to public limited companies , nor to disproportionate restrictions on the formation of a European company or the transfer of its registered office.
(6) It is essential to ensure, as far as possible, that the economic unit and the legal unit of the undertaking in the Community coincide. To this end, provision should be made for the creation, alongside companies governed by a given national law, of companies whose constitution and activities are governed by the law resulting from a Community regulation directly applicable in all the Member States.
(7) The provisions of such a regulation will allow the creation and management of companies with a European dimension without any hindrance resulting from the disparity and the limited territorial application of national company law.
(8) The statute for a European limited company (hereinafter referred to as “SE”) is one of the acts which the Council was to adopt before 1992 under the terms of the Commission White Paper on the completion of the internal market which was approved by the European Council which met in June 1985 in Milan. At its meeting in Brussels in 1987, the European Council expressed the wish that such a statute be rapidly put in place.
(9) Since the Commission presented in 1970 a proposal, amended in 1975, for a regulation establishing a statute for European limited companies, work on the approximation of national company law has progressed significantly, so that, in areas where the functioning of an SE does not require uniform Community rules, reference can be made to the legislation governing public limited companies of the Member State of the registered office of the SE.
(10) The essential objective pursued by the legal regime governing the SE requires, as a minimum, without prejudice to economic necessities which may arise in the future, that an SE can be set up as well to enable state companies different members to merge or to create a holding company only to give the possibility to companies and other legal persons exercising an economic activity and subject to the law of different Member States to create joint subsidiaries.
(11) In the same vein, a public limited company having its registered office and its central administration in the Community should be allowed to transform into an SE without going through dissolution, provided that this company has a subsidiary in a Member State other than that of its registered office.
(12) The national provisions applicable to public limited companies offering their securities to the public as well as to securities transactions must also apply when the SE is established by way of an offer of securities to the public as well as to SEs which wish to make use of this type of financial instrument.
(13) The SE itself should be in the form of a joint stock company, which best meets, from a financing and management point of view, the needs of a company operating on a global scale. European. To ensure that these companies have a reasonable size, a minimum capital should be set so that they have sufficient assets, without however hampering the creation of SEs by small and medium-sized enterprises.
(14) An SE should be subject to effective management and adequate supervision. It should be borne in mind that there are currently two different systems in the Community for the administration of public limited companies. While allowing the SE to choose between the two systems, a clear demarcation should be made between the responsibilities of those responsible for management and those responsible for supervision.
(15) Under the general rules and principles of private international law, when a company controls another company under a different legal order, its rights and obligations with regard to the protection of minority shareholders and third parties are governed by the law to which the controlled company falls, without prejudice to the obligations to which the controlling company is subject by virtue of the provisions of the law to which it is subject, for example with regard to the establishment of consolidated accounts.
(16) Without prejudice to the consequences of any subsequent coordination of the law of the Member States, specific regulations for the SE are not currently required in this area. The general rules and principles of private international law should therefore apply both in the case where the SE exercises control and in the case where the SE is the controlled company.
(17) The regime actually applicable in the event that the SE is controlled by another undertaking should be specified and for this purpose a reference should be made to the law applicable to public limited companies in the Member State of the SE’s registered office.
(18) Each Member State should be required to apply, for infringements of the provisions of this Regulation, the penalties applicable to public limited companies governed by its legislation.
(19) The rules relating to the involvement of workers in the SE are the subject of Council Directive 2001/86 / EC of 8 October 2001 supplementing the statute for a European company as regards the involvement of workers ( 4). These provisions therefore form an inseparable complement to this Regulation and they must be applied concomitantly.
(20) This Regulation does not cover other areas of law such as taxation, competition, intellectual property, or insolvency. Consequently, the provisions of the law of the Member States and of Community law are applicable in these areas, as well as in other areas not covered by this Regulation.
(21) Directive 2001/86 / EC aims to ensure that workers have a right of involvement in matters and decisions affecting the life of the SE. The other questions relating to social and labor law, in particular the right to information and consultation of workers as organized in the Member States, are governed by the applicable national provisions, under the same conditions, to public limited companies.
(22) The entry into force of the Regulation should be deferred to allow each Member State to transpose the provisions of Directive 2001/86 / EC into national law and to put in place the necessary mechanisms for the constitution and operation beforehand. SEs having their registered office in its territory, so that the regulation and the directive can be applied simultaneously.
(23) A company not having its head office in the Community should be authorized to participate in the constitution of an SE on condition that it is incorporated under the law of a Member State, that it has its registered office in that Member State and that it has an effective and continuous link with the economy of a Member State in accordance with the principles established in the 1962 general program for the abolition of restrictions on the freedom of establishment. Such a link exists in particular if the company has an establishment in the Member State from which it conducts operations.
(24) An SE should have the possibility of transferring its registered office to another Member State. The appropriate protection of the interests of minority shareholders who oppose the transfer of creditors and holders of other rights should be kept within reasonable limits. The transfer must not affect the rights that arose before the transfer.
(25) This Regulation is without prejudice to the provisions which may be inserted in the Brussels Convention of 1968 or in any text adopted by the Member States or by the Council which would replace that convention, concerning the rules of jurisdiction applicable in the event of transfer of the registered office of a public limited company from one Member State to another.
(26) The activities of financial institutions are governed by specific directives and the national provisions transposing those directives and the additional national rules governing such activities are fully applicable to an SE.
(27) In view of the specific and Community nature of the SE, the actual registered office system adopted for the SE by this Regulation is without prejudice to the laws of the Member States and does not prejudge the choices which may be made for other community texts on company law.
(28) The Treaty does not provide, for the adoption of this Regulation, powers other than those of Article 308.
(29) Since the objectives of the envisaged action, as outlined above, cannot be sufficiently achieved by the Member States as it is a matter of establishing the SE at European level and can therefore, because of its scale and impact, be better achieved at Community level, the Community can take action, in accordance with the principle of subsidiarity enshrined in Article 5 of the Treaty. In accordance with the principle of proportionality as set out in that article, this Regulation does not go beyond what is necessary to achieve those objectives,
HAS ADOPTED THIS REGULATION:

1. A company may be incorporated in the territory of the Community in the form of a European public limited company (Societas Europaea, hereinafter referred to as “SE”) under the conditions and according to the procedures provided for in this Regulation.
2. The SE is a company whose capital is divided into shares. Each shareholder only commits to the amount of the capital he has subscribed.
3. The SE has legal personality.
4. The involvement of workers in an SE is governed by the provisions of Directive 2001/86 / EC.

Article 2
1. The public limited companies listed in Annex I, incorporated under the law of a Member State and having their registered office and central administration in the Community, may constitute an SE by merger if two of them at less are subject to the law of different Member States.
2. Public limited companies and limited liability companies listed in Annex II, incorporated under the law of a Member State and having their registered office and central administration in the Community, may promote the establishment of a holding SE. if at least two of them:
a) come under the law of different Member States, or
(b) have for at least two years a subsidiary company governed by the law of another Member State or a branch located in another Member State.
3. Companies, within the meaning of the second paragraph of Article 48 of the Treaty, as well as other legal entities governed by public or private law, incorporated under the law of a Member State and having their registered office and central administration in the Community, may set up a subsidiary SE by subscribing for its shares, if at least two of them:
a) are
governed by the law of different Member States, or b) have for at least two years a subsidiary company governed by the law of ” another Member State or a branch located in another Member State.
4. A public limited company, incorporated under the law of a Member State and having its registered office and central administration in the Community, may be transformed into an SE if it has for at least two years had a subsidiary company governed by the law of a other Member State.
5. A Member State may provide that a company not having its head office in the Community may participate in the constitution of an SE, if it is incorporated under the law of a Member State, has its registered office in that same Member State and has an effective and continuous link with the economy of a Member State.

Article 3
1. For the purposes of Article 2 (1), (2) and (3), the SE shall be deemed to be a public limited company governed by the law of the Member State of its registered office.
2. An SE may itself set up one or more subsidiaries in the form of an SE. The provisions of the Member State of the registered office of the subsidiary SE requiring that a public limited company have more than one shareholder do not apply to the subsidiary SE. The national provisions adopted in accordance with the twelfth Council Directive 89/667 / EEC of 21 December 1989 on company law relating to limited liability companies with only one partner (5) apply mutatis mutandis to SEs.

Article 4
1. The capital of the SE is expressed in euros.
2. The subscribed capital must be at least 120,000 euros.
3. The legislation of a Member State providing for a higher subscribed capital for companies carrying out certain types of activities shall apply to SEs having their registered office in that Member State.

Article 5
Subject to Article 4, paragraphs 1 and 2, the capital of the SE, its maintenance, its modifications as well as the shares, bonds and other equivalent securities of the SE are governed by the provisions which would apply to a public limited company having its registered office in the Member State where the SE is registered.

Article 6
For the purposes of these regulations, the expression “statutes of the SE” means both the constituting act and, when they are the subject of a separate act, the statutes proper of the SE.

Article 7
The registered office of the SE shall be located within the Community, in the same Member State as the central administration. A Member State may also impose on SEs registered in its territory the obligation to have their central administration and their registered office at the same place.

Article 8
1. The registered office of the SE may be transferred to another Member State in accordance with paragraphs 2 to 13. This transfer shall not give rise to the dissolution or the creation of a
2. A transfer plan must be drawn up by the management or administrative body and be publicized in accordance with Article 13, without prejudice to additional forms of publicity provided for by the Member State of the registered office. . This draft mentions the company name, the registered office and the current registration number of the SE and includes:
a) the envisaged registered office for the SE;
b) the envisaged statutes for the SE, including, where applicable, its new corporate name;
c) the consequences that the transfer could have for the involvement of workers in the SE;
(d) the envisaged timetable for the transfer;
e) all rights provided for in the protection of shareholders and / or creditors.
3. The management or administrative body shall draw up a report explaining and justifying the legal and economic aspects of the transfer and explaining the consequences of the transfer for shareholders, creditors and employees.
4. The shareholders and creditors of the SE have, at least one month before the general meeting called to decide on the transfer, the right to examine, at the registered office of the SE, the proposed transfer and the report drawn up in application of paragraph 3, and to obtain copies of these documents free of charge upon request.
5. A Member State may adopt, with regard to SEs registered in its territory, provisions intended to ensure appropriate protection for minority shareholders who have voted against the transfer.
6. The transfer decision can only be made two months after publication of the project. It must be taken under the conditions provided for in Article 59.
7. Before the competent authority issues the certificate referred to in paragraph 8, the SE must prove that, as regards claims arising before the publication of the proposed transfer, the interests of creditors and holders of other rights towards the SE (including those of public entities) benefit from adequate protection in accordance with the provisions laid down by the Member State where the SE has its registered office before the transfer.
A Member State may extend the application of the first subparagraph to claims arising (or likely to arise) before the transfer.
The first and second paragraphs are without prejudice to the application to SEs of the national legislation of the Member States with regard to the withdrawal or guarantee of payments in favor of public entities.
8. In the Member State of the registered office of the SE, a court, a notary or other competent authority issues a certificate confirming conclusively that the acts and formalities prior to the transfer have been completed.
9. The new registration may only be carried out on presentation of the certificate referred to in paragraph 8 as well as on proof of the completion of the formalities required for registration in the country of the new registered office.
10. The transfer of the registered office of the SE, as well as the resulting modification of the articles of association, take effect on the date on which the SE is registered, in accordance with article 12, in the register of the new registered office.
11. When the new registration of the SE has been effected, the register of the new registration shall notify the register of the old registration. The cancellation of the old registration takes place upon receipt of the notification, but not before.
12. The new registration and the cancellation of the old registration shall be published in the Member States concerned in accordance with Article 13.
13. The publication of the new registration of the SE makes the new registered office enforceable against third parties. However, as long as the publication of the cancellation of the registration from the register of the previous registered office has not taken place, third parties may continue to avail themselves of the old registered office, unless the SE proves that they had knowledge of the new headquarters.
14. The legislation of a Member State may provide, as regards SEs registered therein, that a transfer of the registered office, which would result in a change in the applicable law, does not take effect if, within the time limit for two months referred to in paragraph 6, a competent authority of that State objects. This opposition can only take place for reasons of public interest.
When an SE is subject to the control of a national financial supervisory authority in accordance with Community directives, the right to oppose the transfer of the registered office also applies to this authority.
The opposition is subject to appeal before a judicial authority.
15. An SE in respect of which proceedings for dissolution, liquidation, insolvency, suspension of payments or other similar proceedings have been initiated may not transfer its registered office.
16. An SE which has transferred its registered office to another Member State shall be considered, for the purposes of any dispute arising before the transfer as determined in paragraph 10, as having its registered office in the Member State where the SE was registered before the transfer, even if an action is brought against the SE after the transfer.

Article 9
1. The SE shall be governed:
a) by the provisions of this Regulation;
b) when this regulation expressly authorizes it, by the provisions of the statutes of the SE,
or
c) for matters not regulated by these regulations or, where a matter is partially regulated, for aspects not covered by the this Regulation by:
i) the legal provisions adopted by the Member States in application of Community measures specifically targeting SEs;
ii) the legal provisions of the Member States which would apply to a public limited company incorporated under the law of the Member State in which the SE has its registered office;
iii) the provisions of the SE’s statutes, under the same conditions as for a public limited company incorporated under the law of the Member State in which the SE has its registered office.
2. The legal provisions adopted by the Member States specifically for the SE must comply with the directives applicable to public limited companies set out in Annex I.
3. If the nature of the activities carried out by an SE is governed by specific provisions of the national legislation, these apply in full to the SE.

Article 10
Subject to the provisions of this Regulation, an SE is treated in each Member State as a public limited company incorporated under the law of the Member State in which the SE has its registered office.

Article 11
1. The SE must precede or follow its corporate name by the acronym “SE”.
2. Only SEs may include the abbreviation “SE” in their corporate name.
3. However, companies and other legal entities registered in a Member State before the date of entry into force of this Regulation, in the name of which the acronym “SE” appears, are not required to change their name.

Article 12
1. Any SE shall be registered in the Member State of its registered office in a register designated by the legislation of that Member State in accordance with Article 3 of Council Directive 68/151 / EEC of 9 March 1968 aimed at coordinating, to make them equivalent, the guarantees which are required, in the Member States, of companies within the meaning of the second paragraph of Article 58 of the Treaty, to protect the interests of both partners and third parties (6).
2. An SE can only be registered if an agreement on the arrangements for employee involvement within the meaning of Article 4 of Directive 2001/86 / EC has been concluded, or if a decision under the Article 3 (6) of that directive has been adopted, or if the period provided for in Article 5 of that directive for conducting negotiations has expired without an agreement having been reached.
3. In order for an SE to be registered in a Member State which has made use of the option referred to in Article 7 (3) of Directive 2001/86 / EC, an agreement, within the meaning of Article 4 of that directive, on arrangements for employee involvement, including participation, has been concluded, or that none of the participating companies has been governed by rules of participation before the registration of the SE.
4. The statutes of the SE must not at any time come into conflict with the procedures relating to the involvement of workers which have been established. When new modalities laid down in accordance with Directive 2001/86 / EC conflict with the existing statutes, the latter shall be amended to the extent necessary.
In such a case, a Member State may provide that the management body or the administrative body of the SE has the right to make amendments to the articles of association without a new decision by the general meeting of shareholders.

Article 13
The acts and information concerning the SE, subject to publication by this Regulation, shall be the subject of advertising carried out in accordance with the methods provided for by the legislation of the Member State of the registered office of the SE in accordance with Directive 68/151 / EEC.

Article 14
1. The registration and the cancellation of the registration of an SE shall be the subject of a notice published for information in the Official Journal of the European Communities after the publication made in accordance with Article 13. This notice shall include the corporate name, number, date and place of registration of the SE, date, place and title of publication, as well as the registered office and sector of activity of the SE.
2. The transfer of the registered office of the SE under the conditions provided for in Article 8 shall give rise to a notice containing the information provided for in paragraph 1, as well as those relating to the new registration.
3. The information referred to in paragraph 1 shall be communicated to the Office for Official Publications of the European Communities within one month of the publication referred to in Article 13.

TITLE II
CONSTITUTION
Section 1
General
Article 15
1. Subject to the provisions of this Regulation , the constitution of an SE is governed by the law applicable to public limited companies in the State where the SE has its registered office.
2. The registration of an SE shall be published in accordance with Article 13.

Article 16
1. The SE shall acquire legal personality on the day of its registration in the register referred to in Article 12.
2. If acts have been performed in the name of the SE before its registration in accordance with Article 12 and if the SE does not take over, after this registration, the commitments resulting from such acts, the natural persons, companies or other legal entities which have accomplished are jointly and severally liable for it, unless otherwise agreed.

Section 2
Constitution of an SE by merger
Article 17
1. An SE may be formed by merger in accordance with Article 2, paragraph 1.
2. The merger may be carried out:
a) under the procedure of merger by absorption in accordance with Article 3, paragraph 1, of the Directive 78/855 / EEC (7), or
(b) under the merger procedure by incorporation of a new company in accordance with Article 4 (1) of that directive.
In the case of a merger by absorption, the acquiring company takes the form of an SE simultaneously with the merger. In the case of a merger by constitution of a new company, the SE is the new company.

Article 18
For matters not covered by this section or, when a matter is partially covered, for aspects not covered by it, each company participating in the constitution of an SE by merger is subject to the provisions of European law. Member State to which it belongs which are applicable to the merger of public limited companies in accordance with Directive 78/855 / EEC.

Article 19
The legislation of a Member State may provide that a company governed by the law of that Member State may not participate in the establishment of an SE by way of merger if a competent authority of that Member State objects to it before the issue of the certificate referred to in Article 25 (2).
This opposition can only take place for reasons of public interest. It is subject to appeal before a judicial authority.

Article 20
1. The management or administrative bodies of the merging companies shall draw up a merger plan. This project includes:
a) the corporate name and registered office of the merging companies as well as those envisaged for the SE;
b) the share exchange ratio and, where applicable, the amount of the balance;
c) the terms of delivery of the shares of the SE;
d) the date from which these shares give the right to participate in the profits as well as any specific terms relating to this right;
e) the date from which the operations of the merging companies are considered from an accounting point of view as carried out on behalf of the SE;
f) the rights guaranteed by the SE to shareholders having special rights and to holders of securities other than shares or the measures envisaged with regard to them;
g) any particular advantage granted to experts who examine the merger project as well as to members of the administrative, management, supervisory or control bodies of the merging companies;
h) the statutes of the SE;
(i) information on the procedures according to which the arrangements for the involvement of workers are laid down in accordance with Directive 2001/86 / EC.
2. The merging companies can add other elements to the proposed merger.

Article 21
For each of the merging companies and subject to additional requirements imposed by the Member State to which the company concerned belongs, the following information must be published in the national bulletin of that Member State:
a) the form, the company name and the registered office of each of the merging companies;
(b) the register with which the documents referred to in Article 3 (2) of Directive 68/151 / EEC have been filed for each of the merging companies, as well as the registration number in this register;
c) an indication of the modalities for exercising the rights of the creditors of the company in question, fixed in accordance with Article 24, as well as the address at which full information on these modalities can be obtained, free of charge;
d) an indication of the modalities for exercising the rights of minority shareholders of the company in question, set in accordance with Article 24, as well as the address at which exhaustive information on these modalities can be obtained, free of charge;
e) the company name and registered office envisaged for the SE.

Article 22
Instead of the experts operating on behalf of each of the merging companies, one or more independent experts, within the meaning of Article 10 of Directive 78/855 / EEC, appointed for this purpose and at the joint request of these companies by a judicial or administrative authority of the Member State to which one of the merging companies or the future SE belongs, may examine the proposed merger and draw up a single report intended for all the shareholders.
Experts have the right to ask each of the merging companies for any information they

Article 23
1. The general meeting of each of the merging companies approves the merger project.
2. The involvement of workers in the SE is decided in accordance with Directive 2001/86 / EC. The general meeting of each of the merging companies may make the right to registration of the SE subject to the condition that it expressly endorses the terms thus decided.

Article 24
1. The law of the Member State governing each merging company shall apply as in case of mergers of public limited companies, given the cross-border nature of the merger, with regard to the protection of interests:
a) creditors of the merging companies;
b) bondholders of the merging companies;
c) holders of securities, other than shares, to whom special rights are attached in the merging companies.
2. A Member State may adopt, with regard to merging companies which come under its law, provisions intended to ensure appropriate protection for minority shareholders who have voted against the merger.

Article 25
1. The legality of the merger is checked for the part of the procedure relating to each merging company, in accordance with the law on the merging of public limited companies which is applicable in the Member State to which it comes. .
2. In each Member State concerned, a court, a notary or other competent authority shall issue a certificate confirming conclusively that the acts and formalities prior to the merger have been completed.
3. If the law of a Member State to which a merging company falls provides a procedure for analyzing and modifying the share exchange ratio, or a procedure aimed at compensating minority shareholders, without preventing the registration of merger, these procedures only apply if the other merging companies which are located in a Member State which does not provide for this type of procedures explicitly accept, when approving the proposed merger in accordance with Article 23, paragraph 1, the possibility offered to the shareholders of the merging company in question to have recourse to said procedures. In this case, a court, a notary or other competent authority may issue the certificate referred to in paragraph 2, even if such a procedure has been initiated. The certificate must however mention that the procedure is in progress. The decision taken at the end of the procedure is binding on the acquiring company and all of its shareholders.

Article 26
1. The control of the legality of the merger shall be carried out, for the part of the procedure relating to the completion of the merger and the constitution of the SE, by a court, a notary or other competent authority in the Member State of the future registered office of the SE to control this aspect of the legality of the merger of public limited companies.
2. To this end, each merging company shall deliver to that authority the certificate referred to in Article 25 (2) within six months of its issue as well as a copy of the proposed merger, approved by the society.
3. The authority referred to in paragraph 1 shall check in particular that the merging companies have approved a proposed merger under the same terms and that arrangements relating to the involvement of employees have been laid down in accordance with Directive 2001/86 / EC .
4. This authority shall also check that the establishment of the SE meets the conditions laid down by the law of the Member State of the registered office, in accordance with Article 15.

Article 27
1. The merger and simultaneous establishment of the SE shall take effect on the date on which the SE is registered in accordance with Article 12.
2. The SE may only be registered after all the formalities provided for in Articles 25 and 26 have been completed.

Article 28
For each of the merging companies, the completion of the merger shall be the subject of an advertisement carried out in accordance with the procedures provided for by the law of each Member State, in accordance with Article 3 of Directive 68/151 / EEC.

Article 29
1. The merger carried out in accordance with Article 17, paragraph 2, point a), entails ipso jure and simultaneously the following effects:
a) the universal transmission to the acquiring company of all the assets and liabilities of each absorbed company;
b) the shareholders of the acquiring company become shareholders of the acquiring company;
c) the absorbed company ceases to exist;
d) the acquiring company takes the form of an SE.
2. The merger carried out in accordance with Article 17 (2) (b) has ipso jure and simultaneously the following effects:
a) the universal transfer of all the assets and liabilities of the companies which merge into the SE;
b) the shareholders of the merging companies become shareholders of the SE;
c) the merging companies cease to exist.
3. When, in the event of a merger of public limited companies, the law of a Member State requires specific formalities for the enforceability against third parties of the transfer of certain assets, rights and obligations provided by the merging companies, these formalities shall apply. and are carried out either by the merging companies or by the SE from the date of its registration.
4. The rights and obligations of the participating companies in terms of employment conditions resulting from law, practice and individual employment contracts or labor relations at national level and existing on the date of registration shall be transferred to the SE at the time of registration by virtue of the same.

The invalidity of a merger within the meaning of Article 2, paragraph 1, cannot be pronounced when the SE has been registered.
The lack of control of the legality of the merger in accordance with Articles 25 and 26 may constitute a cause for the dissolution of the SE.

Article 31
1. Where a merger in accordance with Article 17 (2) (a) is carried out by a company which owns all the shares and other securities conferring voting rights in the general meeting of another company, the the provisions of Article 20 (1) (b), (c) and (d), Article 22, and Article 29 (1) (b) shall not apply. However, the national provisions applicable to each of the merging companies and which govern mergers of public limited companies in accordance with Article 24 of Directive 78/855 / EEC apply.
2. When a merger by absorption is carried out by a company which holds 90% or more but not all of the shares or other securities conferring a right to vote in the general meeting of another company, the reports of the body of management or administration, the reports of one or more independent experts as well as the documents necessary for the control will be required only insofar as they are required by the national law to which the acquiring company is subject or by the national law to which relieves the absorbed company.
Member States may, however, provide that this paragraph may apply where

Section 3
Establishment of a holding SE
Article 32
1. An SE may be formed in accordance with Article 2, paragraph 2.
Companies which promote the establishment of an SE, in accordance with Article 2, paragraph 2, shall continue to exist.
2. The management or administrative bodies of the companies which promote the operation draw up in the same terms a draft constitution of the SE. This project includes a report explaining and justifying the legal and economic aspects of the constitution and indicating the consequences for shareholders and workers of adopting the form of SE. This project also contains the information provided for in Article 20, paragraph 1, points a), b), c), f), g), h) and i), and fixes the minimum percentage of the shares or units of each companies promoting the operation that shareholders will have to make in order for the SE to be established. This percentage must consist of shares conferring more than 50% of the permanent voting rights.
3. For each of the companies promoting the operation, the proposed constitution of an SE is published in accordance with the procedures provided for by the law of each Member State, in accordance with Article 3 of Directive 68/151. / EEC, at least one month before the date of the general meeting called to decide on the transaction.
4. One or more independent experts of the companies promoting the operation, appointed or approved by a judicial or administrative authority of the Member State to which each company belongs according to the national provisions adopted in application of Directive 78/855 / EEC, examine the draft constitution drawn up in accordance with paragraph 2 and draw up a written report intended for the shareholders of each company. By agreement between the companies promoting the operation, a written report may be drawn up, for the shareholders of all the companies, by one or more independent experts appointed or approved by a judicial or administrative authority of the Member State responsible for one of the companies promoting
5. The report must indicate the particular valuation difficulties and declare whether or not the envisaged share or unit exchange ratio is relevant and reasonable, specifying the methods followed for its determination and whether these methods are adequate in terms of ‘species.
6. The general meeting of each of the companies promoting the operation approves the proposed SE constitution.
The involvement of workers in the SE is decided in accordance with the provisions of Directive 2001/86 / EC. The general meeting of each of the companies which promote the operation may subordinate the right to the registration of the SE on the condition that it expressly endorses the terms thus decided.
7. The provisions of this article shall apply, mutatis mutandis, to limited liability companies.

Article 33
1. The shareholders or unitholders of the companies promoting the operation have a period of three months during which they can communicate to the promoting companies their intention to tender their shares or units with a view to the constitution of the SE. . This period begins to run on the date on which the deed of incorporation of the SE was drawn up in accordance with Article 32.
2. The SE is only formed if, within the period referred to in paragraph 1, the shareholders or unitholders of the companies promoting the operation have contributed the minimum percentage of shares or units of each company set in accordance with the plan. of incorporation and if all other conditions are met.
3. If the conditions for the establishment of the SE are all fulfilled in accordance with paragraph 2, this shall be the subject, for each of the promoter companies, of an advertisement carried out in accordance with the procedures provided for by the national law to which each of these companies is subject. , which were adopted in accordance with Article 3 of Directive 68/151 / EEC.
Shareholders or unitholders of companies promoting the transaction, who have not communicated within the time limit referred to in paragraph 1 their intention to make their shares or units available to the promoter companies with a view to setting up the SE, have an additional period of one month to do so.
4. Shareholders or unitholders who tendered their securities with a view to setting up the SE receive shares in the latter.
5. The SE may only be registered on proof of the completion of the formalities referred to in Article 32 and the conditions referred to in paragraph 2.

Article 34
A Member State may adopt, with regard to companies promoting the transaction, provisions intended to ensure the protection of minority shareholders who oppose the transaction, creditors and workers.

Section 4
Establishment of an SE / subsidiary
Article 35
An SE may be formed in accordance with Article 2, paragraph 3.

Article 36
The provisions governing their participation in the establishment shall apply to companies or other legal entities participating in the operation. a subsidiary in the form of a public limited company under national law.

Section 5
Conversion of a public limited company into an SE
Article 37
1. An SE may be formed in accordance with Article 2, paragraph 4.
2. Without prejudice to Article 12, the conversion of a public limited company into an SE does not give rise to any on dissolution or creation of a new legal person.
3. The registered office may not be transferred from one Member State to another in accordance with Article 8 on the occasion of the conversion.
4. The management or administrative body of the company in question draws up a transformation plan and a report explaining and justifying the legal and economic aspects of the transformation and indicating the consequences for the shareholders and for the workers of the adoption of the transformation. the shape of the SE.
5. The conversion plan shall be the subject of an advertisement carried out in accordance with the procedures provided for by the law of each Member State, in accordance with Article 3 of Directive 68/151 / EEC, at least one month before the date of the meeting of the general assembly called to decide on the transformation.
6. Before the general meeting referred to in paragraph 7, one or more independent experts appointed or approved, in accordance with the national provisions adopted in application of Article 10 of Directive 78/855 / EEC, by a judicial or administrative authority of the ‘Member State to which the company which transforms into an SE belongs, certify, in accordance with Directive 77/91 / EC (8), mutatis mutandis, that the company has net assets at least equivalent to the capital increased by the reserves that the law or the articles do not permit distribution.
7. The general meeting of the company in question approves the transformation project as well as the statutes of the SE. The decision of the general meeting must be taken under the conditions provided for by the national provisions adopted in application of Article 7 of Directive 78/855 / EEC.
8. Member States may make a conversion subject to the favorable vote of a qualified majority or unanimity of the members within the body of the company to be transformed in which employee participation is organized.
9. The rights and obligations of the company to be transformed in terms of employment conditions resulting from law, practice and individual employment contracts or labor relations at national level and existing on the date of registration are transferred to the SE by the very fact of this registration.

TITLE III
STRUCTURE OF THE SE
Article 38
The SE comprises, under the conditions provided for by these regulations:
a) a general meeting of shareholders, and
b) either a supervisory body and a management body (dual system), or a management body. administration (monist system) according to the option retained by the statutes.

Section 1
Dualist system
Article 39
1. The management body is responsible for the management of the SE. A Member State may provide that a director general or directors general are responsible for the day-to-day management under the same conditions as for public limited companies having their registered office in its territory.
2. The member or members of the management body are appointed and dismissed by the supervisory body.
However, a Member State may provide, or give the statutes the possibility of providing, that the member or members of the management body are appointed and dismissed by the
3. No one may simultaneously be a member of the management body and the supervisory body of the SE. However, the supervisory body may, in the event of a vacancy, appoint one of its members to exercise the functions of member of the management body. During this period, the functions of the person concerned as a member of the supervisory body are suspended. A Member State may provide that this period is limited in time.
4. The number of members of the management body or the rules for its determination are fixed by the statutes of the SE. A Member State may, however, set a minimum and / or maximum number of members.
5. In the absence of provisions relating to a two-tier system with regard to public limited companies having a registered office in its territory, a Member State may adopt the appropriate measures concerning SEs.

Article 40
1. The supervisory body shall control the management carried out by the management body. He cannot himself exercise the power to manage the SE.
2. The members of the supervisory body are appointed by the general meeting. However, the members of the first supervisory body may be appointed by the statutes. This provision is without prejudice to Article 47, paragraph 4, or, where applicable, the arrangements for employee participation established in accordance with Directive 2001/86 / EC.
3. The number of members of the supervisory body or the rules for its determination are fixed by the statutes. A Member State may, however, fix the number of members of the supervisory body for SEs registered in its territory or a minimum and / or maximum number of members.

Article 41
1. The management body shall inform the supervisory body at least every three months of the progress of the business of the SE and of their foreseeable development.
2. In addition to the periodic information referred to in paragraph 1, the management body shall communicate to the supervisory body in good time any information on events liable to have a significant impact on the situation of the SE.
3. The supervisory body may request from the management body information of any kind necessary for the control it exercises in accordance with Article 40 (1). A Member State may provide that each member of the management body surveillance can also benefit from this option.
4. The supervisory body may carry out or cause to be carried out the verifications necessary for the accomplishment of its mission.
5. Each of the members of the supervisory body may take cognizance of all the information transmitted to this body.

Article 42
The supervisory body elects a chairman from among its members. If half of the members have been appointed by the workers, only a member appointed by the general meeting of shareholders can be elected chairman.

Section 2
Monist system
Article 43
1. The administrative body manages the SE. A Member State may provide that a director general or directors general are responsible for the day-to-day management under the same conditions as for public limited companies having a registered office in its territory.
2. The number of members of the administrative body or the rules for its determination are fixed by the statutes of the SE. A Member State may, however, fix a minimum and, where appropriate, a maximum number of members.
However, this body must be composed of at least three members, when employee participation in the SE is organized in accordance with Directive 2001/86 / EC.
3. The member or members of the administrative body are appointed by the general meeting. However, the members of the first administrative body can be appointed by the statutes. This provision is without prejudice to Article 47 (4) or, where applicable, the procedures for employee participation established in accordance with Directive 2001/86 / EC.
4. In the absence of provisions relating to a monist system with regard to public limited companies having a registered office in its territory, a Member State may adopt the appropriate measures concerning SEs.

Article 44
1. The administrative body meets at least every three months at a frequency fixed by the articles of association to deliberate on the progress of the business of the SE and their foreseeable development.
2. Each of the members of the administrative body may take cognizance of all the information transmitted to this body.

Article 45
The administrative organ elects a chairman from among its members. If half of the members have been appointed by the workers, only a member appointed by the general meeting of shareholders can be elected chairman.

Section 3
Rules common to monist and dualist systems
Article 46
1. The members of the company’s bodies are appointed for a period fixed by the articles of association, which may not exceed six years.
2. Unless there are restrictions provided for in the statutes, the members may be reappointed one or more times for the period fixed in application of paragraph 1.

Article 47
1. The statutes of the SE may provide that a company or other legal entity may be a member. one of its bodies, unless the law of the Member State of the seat of the SE applicable to public limited companies provides otherwise.
The company or other legal entity appoints a natural person for the exercise of powers in the body concerned.
2. The persons who:
a) cannot be members, according to the law of the Member State of the seat of the SE, may not be members of a body of the SE, nor representatives of a member within the meaning of paragraph 1. , the corresponding body of a public limited company governed by the law of that Member State;
b) cannot be part of the corresponding body of a public limited company governed by the law of a Member State due to a judicial or administrative decision rendered in a Member State.
3. The statutes of the SE may lay down, following the example of what is provided for by the law of the Member State of the seat of the SE for public limited companies, specific conditions of
4. These regulations are without prejudice to national laws which allow a minority of shareholders or other persons or authorities to appoint some of the members of the bodies.

Article 48
1. The statutes of the SE enumerate the categories of operations which give rise to the authorization of the management body by the supervisory body, in the two-tier system, or to the express decision of the administrative body, in the monist system.
However, a Member State may provide that, in the two-tier system, the supervisory body may itself subject certain categories of operations to authorization.
2. A Member State may determine the categories of operations which must at least appear in the statutes of SEs registered in its territory.

Article 49
Members of the bodies of the SE are required not to disclose, even after the termination of their functions, the information in their possession on the SE and the disclosure of which would be liable to prejudice the interests of the company, exclusion of cases in which such disclosure is required or permitted by the provisions of national law applicable to limited companies or in the public interest.

Article 50
1. Unless these regulations or the articles of association provide otherwise, the internal rules concerning the quorum and the decision-making of the organs of the SE are as follows:
a) quorum: at least half of the members must be present or represented;
b) decision-making: it is made by a majority of the members present or represented.
2. In the absence of any statutory provision in the matter, the vote of the president of each organ is preponderant in the event of a tie. However, no contrary statutory provision is possible when the supervisory body is made up half of workers’ representatives.
3. Where employee participation is organized in accordance with Directive 2001/86 / EC, a Member State may provide that the quorum and the decision-making of the supervisory body are, by way of derogation from paragraphs 1 and 2, subject to rules applicable, under the same conditions, to public limited companies governed by the law of the Member State concerned.

Article 51
The members of the management, supervisory or administrative body are liable, in accordance with the provisions of the Member State of the seat of the SE applicable to public limited companies, for the damage suffered by the SE as a result of the breach by them legal, statutory or other obligations inherent in their functions.

Section 4
The general meeting
Article 52
The general meeting decides in matters for which specific competence is conferred on it by:
a) these regulations,
b) the provisions of the legislation of the Member State where the SE has its registered office, taken in application of Directive 2001/86 / EC.
In addition, the general meeting decides in matters for which competence is conferred on the general meeting of a public limited company governed by the law of the Member State where the SE has its registered office, either by the law of that State. member, or by the statutes in accordance with this same law.

Article 53
Without prejudice to the rules provided for in this section, the organization and conduct of the general meeting as well as the voting procedures are governed by the law of the Member State of the registered office of the SE applicable to public limited companies.

Article 54
1. The general meeting shall take place at least once per calendar year, within six months of the end of the financial year, unless the law of the Member State of the registered office applicable to public limited companies operating the same type activity than ES does not predict a higher frequency. However, a Member State may provide that the first general meeting may take place within eighteen months of the establishment of the SE.
2. The general meeting may be called at any time by the management body, by the administrative body, by the supervisory body, or by any other body or competent authority in accordance with the national law of the Member State of the registered office of the SE applicable to public limited companies.

Article 55
1. The convocation of the general meeting and the setting of the agenda may be requested by one or more shareholders holding a set of shares representing at least 10% of the subscribed capital, a lower percentage which may be provided for by the articles of association or by national law under the same conditions as those applicable to public limited companies.
2. The convocation request must specify the items to be included on the agenda.
3. If, following the request made in accordance with paragraph 1, the general meeting is not held in good time and in any case within a maximum period of two months, the competent judicial or administrative authority of the registered office of the SE may order the convening within a specified period or give the authorization to convene it, either to the shareholders who have made the request, or to a proxy thereof. This is without prejudice to national provisions which possibly provide for the possibility for the shareholders themselves to convene the general meeting.

Article 56
One or more shareholders holding together at least 10% of the subscribed capital may request the inclusion of one or more new items on the agenda of any general meeting. The procedures and deadlines applicable to this request are set by the national law of the Member State of the registered office of the SE or, failing that, by the statutes of the SE. The percentage referred to above may be lowered by the articles of association or by the law of the Member State of the registered office under the same conditions as those applicable to public limited companies.

Article 57
The decisions of the general meeting are taken by a majority of validly cast votes, unless these regulations or, failing this, the law applicable to public limited companies in the Member State of the SE’s registered office does not require a majority. high.

Article 58
The votes cast do not include those attached to shares for which the shareholder did not take part in the vote or abstained or voted blank or null.

Article 59
1. The modification of the articles of association requires a decision of the general meeting taken by a majority which may not be less than two-thirds of the votes cast, unless the law applicable to public limited companies governed by the law of the Member State of the registered office of the SE does not foresee or allow a higher majority.
2. However, a Member State may provide that, where at least half of the subscribed capital is represented, a simple majority of the votes indicated in paragraph 1 is sufficient.
3. Any modification of the statutes of the SE shall be published in accordance with Article 13.

Article 60
1. When there are several categories of shares, any decision of the general meeting is subject to a separate vote for each category of shareholders whose specific rights are affected by the decision.
2. When the decision of the general meeting requires the majority of the votes provided for in Article 59, paragraph 1 or 2, this majority must also be required for the separate vote of each category of shareholders to whose specific rights the decision relates. reached.

TITLE IV
ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS
Article 61
Subject to article 62, the SE is subject, with regard to the establishment of its annual accounts and, where applicable, of its consolidated accounts, including the accompanying management report, their control and their publication, the rules applicable to public limited companies governed by the law of the Member State of its registered office.

Article 62
1. SEs which are credit institutions or financial institutions are subject, with regard to the establishment of their annual accounts and, where applicable, their consolidated accounts, including the accompanying management report, to their control and their publication, to the rules provided for in the national law of the Member State of the seat in application of Directive 2000/12 / EC of the European Parliament and of the Council of 20 March 2000 on access to the activity of credit institutions and its exercise (9).
2. SEs which are insurance companies are subject, with regard to the establishment of their annual accounts and, where applicable, their consolidated accounts, including the accompanying management report, their control and their publication , the rules provided for in the national law of the Member State of the seat in application of Council Directive 91/674 / EEC on the annual accounts and consolidated accounts of insurance undertakings (10).

TITLE V
DISSOLUTION, LIQUIDATION, INSOLVENCY AND CESSATION OF PAYMENTS
Article 63
With regard to dissolution, liquidation, insolvency, suspension of payments and similar procedures, the SE is subject to the legal provisions which would apply to a public limited company incorporated under the law of the Member State in which the SE has its registered office, including those relating to decision-making by the general meeting.

Article 64
1. When an SE no longer fulfills the obligation of Article 7, the Member State in which the SE has its registered office shall take the appropriate measures to oblige the SE to regularize the situation within a specified period:
a ) either by re-establishing its central administration in the Member State of the seat;
b) either by transferring the registered office by the procedure provided for in Article 8.
2. The Member State of the registered office shall take the necessary measures to ensure that an SE which does not regularize its situation, in accordance with paragraph 1, or put into liquidation.
3. The Member State of the registered office shall institute a judicial remedy against any finding of an infringement of Article 7. This remedy shall have a suspensive effect on the procedures provided for in paragraphs 1 and 2.
4. Where it is found, either on the initiative of the authorities or on the initiative of any interested party, that an SE has its central administration in the territory of a Member State in breach of Article 7, the authorities of that Member State shall immediately inform the Member State in which the registered office of the SE is located.

Article 65
The opening of proceedings for dissolution, liquidation, insolvency or suspension of payments, as well as its closure and the decision to continue the activity, shall be the subject of publicity in accordance with the Article 13, without prejudice to provisions of national law imposing additional publicity measures.

1. The SE may transform itself into a public limited company governed by the law of the Member State of its registered office. The decision concerning the conversion cannot be taken before two years from its registration and before the first two annual accounts have been approved.
2. The transformation of an SE into a public limited company does not give rise to the dissolution or creation of a new legal person.
3. The management or administrative body of the SE shall draw up a transformation plan and a report explaining and justifying the legal and economic aspects of the transformation and indicating the consequences for the shareholders and for the workers of the adoption of the transformation. form of public limited company.
4. The conversion plan shall be the subject of an advertisement carried out in accordance with the procedures provided for by the law of each Member State, in accordance with Article 3 of Directive 68/151 / EEC, at least one month before the date of the meeting of the general assembly called to decide on the transformation.
5. Before the general meeting referred to in paragraph 6, one or more independent experts appointed or approved, in accordance with the national provisions adopted in application of Article 10 of Directive 78/855 / EEC, by a judicial or administrative authority of the The Member State to which the SE which is transformed into a public limited company belongs, certify that the company has assets at least equivalent to the capital.
6. The general assembly of the SE approves the transformation project as well as the articles of association of the public limited company. The decision of the general meeting must be taken under the conditions provided for by the national provisions adopted in application of Article 7 of Directive 78/855 / EEC.

TITLE VI
COMPLEMENTARY AND TRANSITIONAL PROVISIONS
Article 67
1. Each Member State may, if and as long as the third stage of Economic and Monetary Union (EMU) is not applicable to it, apply to SEs having their registered office in its territory the provisions applicable to public limited companies under its jurisdiction. right with regard to the expression of their capital. The SE can in any case express its capital also in euros. In this case, the conversion rate between the national currency and the euro is that of the last day of the month preceding the establishment of the SE.
2. If and as long as the third phase of EMU is not applicable to the Member State of the registered office of the SE, the latter may nevertheless draw up and publish its annual accounts and, where applicable, its accounts. consolidated in euros. The Member State may require that the annual accounts and, where applicable, the consolidated accounts of the SE be drawn up and published in the national currency under the same conditions as those laid down for public limited companies governed by the law of that Member State. This is without prejudice to the additional possibility for the SE to publish, in accordance with Directive 90/604 / EEC (11), its annual accounts and, where applicable, its consolidated accounts in euros.

TITLE VII
FINAL PROVISIONS
Article 68
1. Member States shall take all appropriate measures to ensure the effective implementation of this Regulation.
2. Each Member State shall designate the competent authorities within the meaning of Articles 8, 25, 26, 54, 55 and 64. It shall inform the Commission and the other Member States thereof.

Article 69
No later than five years after the entry into force of this Regulation, the Commission shall submit to the Council and the European Parliament a report on the application of the Regulation and, where appropriate, proposals for modifications. The report examines in particular whether it is appropriate:
a) to allow an SE to have its central administration and its registered office in different Member States;
b) broaden the definition of merger provided for in Article 17 (2) to also include types of merger other than those defined in Article 3 (1) and Article 4 (paragraph) 1, of Directive 78/855 / EEC;
c) revise the rule of jurisdiction contained in Article 8, paragraph 16, in the light of any provision which may have been inserted in the Brussels Convention of 1968 or of any text replacing this convention which would be adopted by the Member States or by the Council;
(d) to allow a Member State to authorize, in the legislation which it adopts in accordance with the powers conferred by this Regulation or to ensure the effective application of this Regulation to an SE, the inclusion in the statutes of the SE , provisions which derogate from or supplement that legislation, even though provisions of this type would not be authorized in the statutes of a public limited company having its registered office in the Member State in question.

Article 70
This Regulation shall enter into force on 8 October 2001.

This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done in Luxembourg, October 8, 2001.

For the Council
The President
L. Onkelinx

(1) OJ C 263, 16.10.1989, p. 41 and OJ C 176, 8.7.1991, p. 1.
(2) Opinion of 4 September 2001 (not yet published in the Official Journal).
(3) OJ C 124, 21.5.1990, p. 34.
(4) See page 22 of this Official Journal.
(5) OJ L 395, 30.12.1989, p. 40. Directive as last amended by the 1994 Act of Accession.
(6) OJ L 65, 14.3.1968, p. 8.
(7) Third Council Directive 78/855 / EEC of 9 October 1978 based on Article 54 (3) (g) of the Treaty and on mergers of public limited companies (OJ L 295, 20.10.1978, p. 36). Directive as last amended by the 1994 Act of Accession.
(8) Second Council Directive 77/91 / EEC of 13 December 1976 aimed at coordinating in order to make them equivalent the guarantees required in the Member States from companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to the protection of the interests of both partners and third parties, as regards the constitution of a public limited company as well as the maintenance and modifications of its capital (OJ L 26, 31.1.1977, p. 1). Directive as last amended by the 1994 Act of Accession.
(9) OJ L 126, 26.5.2000, p. 1.
(10) OJ L 374, 31.12.1991, p. 7.
(11) Council Directive 90/604 / EEC of 8 November 1990 amending Directive 78/660 / EEC on annual accounts and Directive 83/349 / EEC on consolidated accounts as regards derogations in favor of small and medium-sized companies as well as the publication of accounts in ecus (OJ L 317, 16.11.1990, p. 57).

ANNEX I

ANONYMOUS COMPANIES REFERRED TO IN ARTICLE 2, PARAGRAPH 1
BELGIUM:
la société anonyme // de naamloze vennootschap
DENMARK:
aktieselskaber
GERMANY:
die Aktiengesellschaft
GREECE:
> ISO_7> áíþíõìç åôáed
> an ISO:
la ISO_7> åôáed > an ISO:
FRANCE:
the limited company
IRELAND:
public companies limited by shares
public companies limited by guarantee having a share capital
ITALY:
società per azioni
LUXEMBOURG:
the limited liability company
NETHERLANDS:
de naamloze vennootschap
AUSTRIA:
die Aktiengesellschaft
PORTUGAL:
a sociedade anonima de responsilidade limitada
FINLAND:
julkinen osakeyhtiö // publikt aktiebolag
SWEDEN:
publikt aktiebolag
UNITED KINGDOM:
public companies limited by shares
public companies limited by guarantee having a share capital

APPENDIX II

PUBLIC LIMITED COMPANIES AND LIMITED LIABILITY COMPANIES REFERRED TO IN ARTICLE 2, PARAGRAPH 2
BELGIUM:
la société anonyme // de naamloze vennootschap
la société privée à Responsibility Limited // besloten vennootschap met beperkte aansprakelijkheid
DENMARK:
aktieselskaber
anpartselskaber
GERMANY:
die Aktiengesellschaft
die Gesellschaft mit beschränkter Haftung
GREECE:
> ISO_7> áíþíõìç åôáéñßá
åôáéñßá ðñéïýñéóõòíòç åñéïñéóõ_íòçAGNE
>
la sociedad anónima
la sociedad de responsilidad limitada
FRANCE:
la société anonyme
the limited liability company
IRELAND:
public companies limited by shares
public companies limited by guarantee having a share capital
private companies limited by shares
private companies limited by guarantee having a share capital
ITALY:
società per azioni
società a responsilità limitata
LUXEMBOURG:
the limited
liability company
NETHERLANDS:
de naamloze vennootschap
of besloten vennootschap met beperkte aansprakelijkheid
AUSTRIA:
die Aktiengesellschaft
die Geseffschaft mit beschränkter Haftung
PORTUGAL:
a sociedade anonima of Responsabilidade limitada
a sociedade por quotas reponsabilidade limitada
FINLAND:
osakeyhtiö
aktiebolag
SWEDEN:
aktiebolag
UNITED KINGDOM:
public companies limited by shares
public companies limited by guarantee having a share capital
private companies limited by shares
private companies limited by guarantee having a share capital

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