An SE domiciled in Germany is a novelty in the choice of an organisational structure. The SE is the only legal form in Germany which, at the time of its formation, allows a choice to be made between the “two-tier system” with separate management and supervisory bodies or the “one-tier system” with a single management and supervisory body, the administrative board. The legal form of a European company contributes to a uniform European image of Allianz and simplifies the restructuring of the group. Allianz SE is headquartered in Munich. The Management Board shall appoint one or more Chief Executive Officers. Directors may also be directors if the majority of the board of directors is composed of non-executive directors. The managers manage and represent the company (in and out of court). They may be removed from office by the Management Board at any time, unless otherwise provided in the statutes. It should be noted that a legal representative of a company dependent on the SE may not at the same time be a member of the administrative organ. However, the legal representative of a dependent company may be a controlling managing director of the SE. Formation by merger shall be open only to public limited-liability companies from different Member States.
The formation of an SE holding company shall be open to public limited-liability companies and limited liability companies having their registered office in different Member States or to subsidiaries or branches established in Member States other than their registered office. The creation of a joint subsidiary is open in the same circumstances to any legal person, public or private. [6] Following the change of legal form, the German law on codetermination no longer applies to Allianz SE. The size and composition of the Supervisory Board are now determined by the European General SE Regulation. These provisions have been implemented in the articles of association and through an agreement on employee involvement in Allianz SE. The involvement of employees in an undertaking is justified differently in an SE than in the German Employee Participation Act. The SEBG stipulates that employees and employers must, in principle, negotiate the organisation of employee participation in the SE before the SE is formed. This legal obligation includes negotiations on the implementation of instruments to guarantee employees` rights to information and consultation, as well as negotiations on the organisation of employee involvement in the supervisory bodies of the SE. The European Company (or Societas Europaea – SE) is a legal form for EU companies. It was drawn up on the basis of “Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE)” and “Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees”.
As a European company, Allianz SE is subject to the special European SE regulations and the SE implementing law, in addition to German company law. Depending on how you set up a European company (see table above), you will need to submit different documents. You can check with your national authority what you need. On 13 October 2006, Allianz AG took the legal form of a European company (Societas Europaea – SE) through the merger with its Italian subsidiary Riunione Adriatica di Sicurtà S.p.A. and has since operated under the name Allianz SE. Allianz was the first company in the EURO STOXX 50 Index to adopt the legal form of a European company. Allianz SE shares were first traded on 16 October 2006. The statutes of the SE must provide for the general meeting of shareholders as organs and either a management and a supervisory board (two-tier system) or a management board (one-tier system). In the two-tier system, the SE is governed by a board of directors.
The member or members of the Management Board are authorized to represent the Company vis-à-vis third parties and in legal proceedings. They are appointed and dismissed by the Supervisory Board. No one may be a member of the management board and the supervisory board of the same company at the same time. However, the supervisory board may appoint one of its members to act as a member of the management board in the event of absence due to leave. During this period, the function of member of the supervisory board of the person concerned shall be suspended. In the one-tier system, the SE is managed by a board of directors. The member or members of the Board of Directors are entitled to represent the Company vis-à-vis third parties and in legal proceedings. In the one-tier system, the board of directors may delegate the management of the company to one or more of its members. An SE may be formed only in accordance with the forms of establishment (or numerus clausus) laid down in the SE Regulation. The SE Regulation provides for four main forms of formation of an SE: National law continues to complement the basic rules of the Regulation on formation and mergers.
The European Company Regulation is complemented by a Directive on employee involvement, which lays down the rules on employee participation on the company`s board of directors. There is also a statute authorising European cooperatives. National information on expanding your business to another EU country. Keywords: legal form, European company, incorporation, commercial register, EU, EEA, Societas Europaea, SE, SE Regulation While the dualist SE is conceived as a German public limited company, the Monist SE is similar to the Anglo-Saxon model of the board of directors. Apart from the General Meeting, the Board of Directors is the sole organ of the company. He manages the company, establishes the basic guidelines of the company`s activities and supervises its implementation. Externally, the company is represented by one or more managers who are responsible for the day-to-day management of the SE. The Managing Directors are appointed by the Board of Directors, are subject to its instructions and may be removed from office at any time. As long as the majority of members are non-executive directors, the same people can be both directors and board members, which offers significant opportunities for family businesses. Thus, like the organisational structure of a GmbH, the powers of management and representation may be concentrated on a single person if that person is a member of the board of directors and is also appointed managing director.