The European Company in Bulgaria (Societas Europae, SE)

The European Company is regulated in the Articles 281 to 285 of the Bulgarian Commercial Code. The conditions for this legal form of a trading company are contained in the Statute 2157/2001 of the Council of the European Communities. This statute provides an association of trading companies from different states of the European Community having its seat in one of the member states.

Regarding the foundation, there are 4 different procedures:

1) By merger of several companies whereby the legal provisions of the accepting state shall apply. At least two companies that were founded on the basis of the law of two different states are required. To found a European Company, the following conditions must be fulfilled:

  • A plan regarding the transformation and its examination by an independent expert and its final report;
  • Reports of the administrative bodies and of the expert that examines the transformation plan;
  • All legal prescriptions regarding the publication of the creditors must be observed;
  • The resolution of the general meeting regarding the acceptation of the transformation plan;
  • The registration in the commercial register.

2) By a holding company that holds an international element. This means that either the founding companies have their seats in different member states or that the holding company had a subsidiary company in another member state during the last 2 years before the foundation of the SE. The following conditions must be fulfilled:

  • A uniform foundation plan;
  • A report of the managing body;
  • The publication of the plan within one month before the resolution;
  • The examination by independent experts;
  • The verification of the plan by the general meeting of each company;
  • The registration in the commercial register.

3) By the foundation of a subsidiary company in the form of a SE;

4) By a transformation. Simultaneously the seat of the company may not be changed.

In addition, regarding all of the procedures a notification to the competent authorities at the new seat of the company as well as a verification of the legality are required.

  1. There are several special regulations regarding the change of the company’s seat. The company’s seat may not be changed if:
  2. The SE owns real property in Bulgaria. This is a temporary regulation connected to the EU entry of Bulgaria and expires by the 31th of December 2012.
  3. If there are opened insolvency proceedings over the assets of the company;
  4. If the company is subject to winding-up proceedings.

The system and the functions of the bodies of the company correspond to those of the capital company.

Regarding the dissolution of the company, there are a few special provisions:

  • The seat of the European Company must be located at the same place as the management. If this provision is not respected, the prosecution is entitled to request the court to dissolve the company;
  • If the European Company transforms into a stock company having a seat in one of the member states. This is possible after the expiry of at least 2 years and the acceptance of at least 2 annual reports.