Management of the company and controls

Question 1

Give characteristics of the “Societas Europea”

Answer 1

• The “European Company”
• minimum capital of 120.000 €
• SE follows the real seat doctrine
• can be constituted by:
  
  • A Merger between public companies.
  • The creation of a holding SE by public or private companies.
  • The creation of a subsidiary by any public or private company or another SE.
  • Conversion.
• The regulation allows companies to choose one-tier (Arts. 43,45) and two-tier structures (Arts. 39,42).

Question 1

Describe One-tier / two-tier system

Answer 1

Two tier:
- Shareholders appoint supervisory board
- Supervisory board appoint management board
- external audit firm checks financial statement

One tier:
- shareholders appoint directors
- shareholders approve financial statements
- directors manage company
- audit firm checks financial statements