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Appendix A - List of public and private limited companies in each Member State


Administration and management


1. Who is responsible for the day-to-day administration of an SE?

An SE may operate under either a one-tier or two-tier system of administration, as laid down in its statutes. Each is outlined below:

One-tier system

In this system an ‘administrative organ’ manages the SE. The administrative organ must meet at least once every three months. A chairman must be appointed from amongst its members.

The number of members of the administrative organ or the rules for determining it must be laid down in the SE’s statutes.

However, the SE must have at least two members (unless employee participation is regulated in accordance with Directive 2001/86/EC with regard to the involvement of employees, in which case the minimum number of members is 3). There is no upper limit on the number of members.

Two-tier system

In this system a ‘management organ’ manages the SE and a separate ‘supervisory organ’ supervises the work of the management organ. In general, no person may be a member of both.

The supervisory organ may not exercise management powers. It must appoint a chairman from amongst its members. Members of the management organ may be appointed by the supervisory organ. The management organ must report to the supervisory organ at least every 3 months.

The number of members of each organ or the rules for determining it must be laid down in the SE’s statutes. However, both the management and supervisory organs must have at least two members. There is no upper limit on the number of members of either organ.

Other Member States may set different lower and upper limits on the number of members of an SE’s administrative, management and supervisory organs.

2. What is the period of appointment to a SE’s organs?

The period of appointment must be laid down in the SE’s statutes but cannot be for a period of more than 6 years. However, members may be reappointed for one or more further periods of office, subject to any restrictions imposed by the SE’s statutes.

3. Who can be a member of a SE organ?

As well as natural persons, the statutes may allow members of the SE’s organs to be companies or other legal entities but, in this case, a natural person must be designated to exercise the functions of the organ. Persons disqualified from taking part in the management of a public limited company are, likewise, not permitted to take part in the management of an SE.

4. Does the SE have to register details of the members of its organs?

Yes, in the same way that a PLC is required to register its director’s details, an SE must register the members of its organs.

For members of an administrative organ or a management organ, the forms that need to be completed are the same as those for a PLC. That is:

Appointments Form AP01 or Form AP02
Resignations Form TM01
Change of personal details Form CH01 or Form CH02
For members of a supervisory organ the forms that need to be completed are:

Appointment of a member of a supervisory organ of SE Form SEAP01 Form SEAP02
Terminating Appointment of a member of a supervisory organ of SE Form SETM01
Change of particulars of a member of a supervisory organ of SE Form SECH01 Form SECH02


5. Does an SE need to appoint a company secretary?

No, an SE can only appoint 'members' to the SE's organ using the forms outlined above. There is no requirement in the EU Regulation for any company officers (director/secretary) to be registered.

6. How are shareholders involved in an SE?

The first general meeting of an SE’s shareholders must be held within 18 months of the company’s incorporation. Thereafter, a general meeting must be held, at least once in each calendar year, within 6 months of the end of the company’s financial year.

General meetings may be convened at any time by the administrative organ, management organ or supervisory organ. Shareholders holding at least 10% of the SE’s subscribed capital (or some lesser percentage, if this is set down in the statutes) may request that the SE convene a general meeting, stating in the request the items to be put on the agenda. Shareholders holding at least 5% of the SE’s subscribed share capital may request that additional items be placed on the agenda of a general meeting.

If the SE fails to convene a general meeting as required by law or as requested by shareholders, the Secretary of State may convene one.

7. What accounts must an SE prepare?

The accounting requirements that apply to an SE are the same as those that apply to a PLC. For more information see our guidance on ’Life of a Company - Part 1 Annual Requirements' GP2 .

The accounts of an SE may be prepared in any currency, including Euros.

In the case of an SE which has transferred its registered office to the UK, see chapter 2, question 6 for details of how the accounting reference date is determined.

8. Does an SE need to file an annual return?

Yes, the same requirements apply to an SE as to a PLC. For more information see our guidance on, Life of a Company - Part 1 Annual Requirements - GP2 .

9. Does an SE need to register a change of registered office?

Yes, a change of registered office must be notified to Companies House on Form AD 01 within 14 days of the change. If the registered office is to be transferred to another Member State, the transfer process outlined in chapter 2, question 6 will need to be followed.

10. What other information does an SE need to register at Companies House?

In matters not covered by the Regulation or the Statutory Instrument, an SE registered in the UK must deliver to Companies House the same forms or documents that a PLC is required to register at Companies House. These include copies of certain resolutions, the location of certain statutory registers if not kept at the registered office address, a change of accounting reference date, changes made to the share capital (e.g. increases to the share capital, allotment of shares, changes to the share capital structure or class rights), prospectuses and listing particulars, details of mortgages and charges created by the SE.

11. Can an SE be wound up?

The winding up, liquidation, insolvency, cessation of payment and similar procedures that apply to a PLC also apply to an SE. For more information see our guidance on, ‘Liquidation and Insolvency’ or ‘Liquidation and Insolvency (Scotland)’ for SEs registered in Scotland.

In addition, the initiation and termination of any of the above procedures or, any decision to continue operating must be notified to Companies House for publication.

The form that needs to be completed and filed at Companies House is:

Notice of Initiation or Termination of Winding-up, Liquidation, Insolvency or Cessation of Payment Procedures and Decision to Continue Operating of SE Form SEWU01
The Secretary of State has the power to petition the Court for an SE to be wound up if it appears that it does not have both its head office and registered office in the UK.