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European Private Company (SPE)

Since the adoption of the SE legislation in 2001 the idea of creating a European company form targeted at small and medium-sized enterprises (SMEs) has been on the political agenda. In 2002 a High Level Group of Company Law Experts organized by the European Commission proposed the creation of the European Private Company, or Societas Privata Europaea (“SPE”). The Commission adopted an SPE proposal in 2003, followed up by a proposal for a Council Regulation on the Statute for a European private company (SPE). The proposal however quickly ran into trouble as it was criticized heavily from many sides. Among the strongest critics have been the ETUC and its member trade unions which fear that this legal form could be used by companies to avoid national rules on worker involvement. Also the issues of separation of home and host country, minimum capital requirements and taxation issues remain controversial between member states.

R.I.P. SPE – Welcome to the SUP!

The SPE (Societas Privata Europaea), also known as the European private company, has been controversial since it was proposed by the European Commission in 2008. Although the Commission recently announced the withdrawal of this proposal, supporters of worker participation are worried about rumors that a new proposal on an SUP (Societas Unius Personae) will be forthcoming soon.

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Future of European Private Company (SPE)?

In the REFIT-Communication (page 18), the European Commission includes its proposal on the statute of a European Private Company in the list of proposals it intends to withdraw. The Commission thereby draws the lessons from the several year long unsuccessful discussions between member states around this potential new European company form.

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Consultation on Single-member limited liability companies closed

The European Commission public consultation on single-member limited liability companies closed on 15 September 2013. It took place in the context of the 2012 EU Company Law Action Plan as well as the repeated attempts by the European Commission to create a European legal form for SMEs and to deregulate the small company sector.

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ETUC and the SPE

Among the strongest critics of the SPE proposal have been the ETUC and its member trade unions, who for good reason fear that this legal form could be used by companies to avoid national rules on worker involvement. One key issue is whether SPEs would be allowed to register in a different country (“host country”) than the country in which their head office is located (“home country”).

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History of the European Private Company (SPE) statute

This table provides an overview of the legislative proposals by European institutions relevant to the adoption of a European legal statute for small and medium-sized companies in Europe, the so-called European Private Company or SPE (Societas Privata Europaea). So far, no political consensus has been reached on legislative measures, as there are deep controversies on four key issues: the required cross-border component (CB); the amount of the minimum capital requirement (MCR); the possibility of having the registered office and the headquarters in different Member States (Split); and the rules governing worker participation, especially at board-level (WP).

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