The European Company (Societas Europaea) in Liechtenstein

Josef Bergt
2023

The European company, or "Societas Europaea" (SE), is a supranational legal form for companies operating or wishing to operate in different member states of the European Union. It is a legal entity with its own name, whose capital, stipulated in advance, is divided into shares. The assets of the company are solely liable for its liabilities. The SE must be entered in the Commercial Register, and its registration and deletion, along with certain information required by law, are also published in the Official Journal of the European Union.

The formation of an SE is subject to the provisions of the European SE Regulation and the Law on the Statute of the European Company ("SEG"), in addition to the provisions of the Liechtenstein Persons and Companies Act (Personen- und Gesellschaftsrecht – "PGR") concerning the formation of companies limited by shares. The founders of an SE may only be companies limited by shares, already existing SEs, or, subject to certain restrictions, companies with limited liability or other companies. An essential criterion for forming an SE is the cross-border element, depending on the respective forming category.

The organization of the SE involves the general meeting of shareholders as the supreme body. In addition to the general meeting of shareholders, the articles of the SE may provide either for a management organ and a supervisory organ (two-tier system) or a board of directors (one-tier system). The management organ conducts the business, while the supervisory organ is responsible for monitoring the activities of the management organ. An audit authority must be appointed for an SE, and the audit authority must be recorded in the Commercial Register.

The capital of the SE is at least EUR 120’000.00 to be paid in in EUR, CHF or USD. The shares may be registered shares or bearer shares. Both classes may also exist simultaneously. Only the SE is liable for the liabilities of the company with its assets; shareholders shall be liable only up to subscribed capital.

Source: Factsheet AJU/ h70.004e.01

Executive Summary:

• The European company, or "Societas Europaea" (SE), is a supranational legal form for companies operating or wishing to operate in different member states of the European Union.
• The formation of an SE is subject to the provisions of the European SE Regulation and the Law on the Statute of the European Company ("SEG"), in addition to the provisions of the Liechtenstein Persons and Companies Act.
• The founders of an SE may only be companies limited by shares, already existing SEs, or, subject to certain restrictions, companies with limited liability or other companies.
• The organization of the SE involves the general meeting of shareholders as the supreme body, and the articles of the SE may provide either for a management organ and a supervisory organ (two-tier system) or a board of directors (one-tier system).
• An audit authority must be appointed for an SE, and the audit authority must be recorded in the Commercial Register.
• The minimum capital is EUR 120’000.00.