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About SEs
Administration and management
Further information
Appendix A - List of public and private limited companies in each Member State

About SEs

1. What is an SE?

The SE is a European Public Limited – Liability Company. An SE may be created on registration in any one of the Member States of the European Economic Area (EEA). Article 10 of the Regulation requires Member States to treat an SE as if it is a public limited company formed in accordance with the law of the Member State in which it has its registered office. UK national laws that apply to public limited companies also apply, in many respects, to SEs registered in the UK (this is applied by Article 9(1)(c)(ii) of the Regulation).

2. How is an SE structured?

There are several ways of forming an SE: by merger, as a holding company, or as a subsidiary. An SE can also be formed by a PLC transforming into an SE. For more information about forming an SE, see chapter 2.

Once registered, an SE has legal personality. It must have a registered office and its head office must be in the same Member State.

Some Member States may require the registered office and the head office to be at the same address, not just in the same Member State. The UK does not.

An SE must have share capital and shareholders whose liability is limited in a similar manner to that of a PLC. As with a PLC, an SE may denominate its share capital in any currency it chooses provided that at least £50,000 is denominated in Sterling or €57,100 is denominated in Euros.

Regardless of the currency in which it is expressed, an SE is required to have a minimum amount of subscribed share capital equivalent to at least EUR €120,000. The relevant conversion rate is that for the last day of the month preceding the formation of the SE.

3. Does an SE need a minimum amount of share capital to be paid up before it can commence business and borrow and does it need to file Form SH50

As with a PLC, an SE may only allot shares which are paid up to at least ¼ of their nominal value and the whole of any premium (except as part of an employees’ share scheme). It does not need to file a Form SH50 or obtain a certificate to commence business and borrow.

4. Can the share capital of an SE be changed?

In general, Articles 5 and 9(c)(ii) of the Regulation apply the same rules to the maintenance of share capital, allotment, restructuring, etc. as those that apply to PLCs. For information see our guidance publication, Life of a Company - Part 2 Event Driven Requirements - GP3.

5. How is an SE managed?

There are two different systems for the structure of managing and controlling SEs. The SE’s statutes may, therefore, require either a one-tier or two-tier system of administration.

in a one-tier system, management is undertaken by an ‘administrative organ’; and
in a two-tier system, management is undertaken by a ‘management organ’ and a separate ‘supervisory organ’ supervises the work of the management organ.
The Directive also makes provisions for employees to be involved in the management of an SE.

For more information about the management and administration of an SE, see chapter 4.