유럽 주식회사(SE)의 회사법적 구조에 관한 고찰

Abstract

After more than 30 years of discussion and legislative activities, the Statute of the European Company, called Societas Europaea(SE), was finally adopted by the Council of the European Union on 8 October 2001. Since October 2004 the SE has become reality and companies are allowed to incorporate in this legal form. SE was achieved if the form of Regulation, it automatically entered into force in all Member States without additional legislation. The most important provisions of Regulation are the establishment and management style of SE. Under the Regulation, SE can be set up by the creation of a holding company or joint subsidiary, by the merger of companies located in at least two Member States, of by the conversion of an existing company set up under national law. But SE may not be constituted by natural person, but only legal ones and non-European company can only participate in the formation of a SE if it has had a subsidiary in EU for at least two years. The shareholders of SE may select either a one-tier or a two-tier system of management. Depending on their choice, SE will have two or three corporate bodies; in the two tier system the general meeting of shareholders, a management organ, supervisory organ and in the one tier system general meeting of shareholders, administrative organ. The original concept of SE was a truly European Company governed by a single set of rules, irrespective of where its seat was located and it was thought that the principle benefit from SE was cross-border mobility by the means of merger and transfer of seat.