The European Company Statute

When the Statute for a European Company enters into force in October 2004, companies will have the opportunity to form an EU-wide organization that will, in many essential areas of activity, be vested with the authority to transcend the company law of Member States. As this moment approaches, company executives and lawyers are asking many questions about the potential advantages and disadvantages of choosing to become part of this Societas Europeae (SE) that has been on the Community agenda almost from the start. This work deals with the complex issues that still remain. The Statute will afford companies a far greater degree of flexibility and mobility throughout Member States than they have heretofore enjoyed. The authors of this text detail the various forms of incorporation allowed by the Statute, as well as the regulations governing share capital, transfer of registered offices, and company organs and their members. The in-depth analysis of the SE regime goes on to examine the areas in which Member State procedures will remain predominant, such as registration, publication, legal scrutiny, accounting and auditing, winding up, insolvency and liquidation. The vexed issue of employee involvement is explored in a separate chapter. The book devotes six of its 13 chapters to the most obvious business element on which the SE is silent - the crucial issue of taxation. Extrapolating from a detailed examination of the European tax directives and related conventions and proposals, the authors demonstrate that the European Company Statute will expedite the harmonization of tax laws among the Member States. In their conclusion, they present a framework for a corporate tax system that they believe is compatible with both the European company and national tax laws.