Europæiske selskaber: Supranational ret

Christian Dahlfelt & Simon Bezzelt Moestrup

Student thesis: Master thesis


Since the foundation of the European Union, colloquially the EU, several different initiatives have been made with the purpose of expanding cooperation between the member states. As the institution of the EU has gained ground regarding influence and expansion, the internationalisation of the individual member states has followed suit. In 2004 and 2006, it became possible to form European companies, the SE-company and the SCE-company. The first is equal to what we, in Danish legislation, know as a public limited company, while the second is equal to what we know as a cooperative society in Danish legislation. We have described the different company-law circumstances, the company-law formation process as well as the tax matters surrounding the European corporate forms. In addition to the above, we have, over the course of this thesis, investigated whether these European corporate forms are necessary in their existing form. In this connection, we have examined the objectives of the European Commission as regards the introduction of these corporate forms and whether these objectives have been met. In our opinion, the most significant objectives were partly to overcome company-law challenges regarding combinations and mergers of companies in different member states, and partly to make the European companies more appealing for tax purposes. The two objectives have not fully been met; however, the introduction of the two European companies has enabled the combination and merger of companies across member states. Though in the meantime, this was also made possible by the implementation of the Tenth Company Law Directive, which also applies to national companies. Furthermore, the introduction of the European companies has not included the preparation of matching tax rules, and therefore the companies comply with the national tax rules of their registered office. Pursuant to company law, the European companies are governed by the regulations applying to European companies. This means that, due to the extensive use of the renvoi technique in the regulations, the applicable company law is the national company law of the member state in which the company has registered office consistent with the articles of association. In other words, no actual standardised company law exists for all member states, which could reduce the companies’ incentive to choose the European corporate forms over the national ones. As mentioned above, one of the decisive factors of the introduction of the European companies has been that the regulations have not comprised tax matters in which cases the regulations refer to national tax rules. This matter in particular has caught our attention, and we found a possible future common European set of tax rules interesting. To this end, we have described the commonly known CCCTB or unabbreviated the Common Consolidated Corporate Tax Base. The idea behind this set of rules is that companies and groups with activities in numerous countries can choose taxation according to one common set of rules and not be tax according to as many as 27. The set of rules has not been adopted as it is particularly difficult for the member states to find common ground concerning tax matters. Further, a possible adoption of the set of rules must be unanimous. Our conclusion as to whether the European corporate forms are necessary in their current form must be that they are not necessary. We base our conclusion on the fact that the incentives for the companies to choose these corporate forms, in our opinion, are not obvious.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2011
Number of pages142