Shelf European Company (SE)
Purchase price
EUR 134,000
including capital stock
EUR 120,000
(non-par registered shares)
- duly established
- registered in the commercial register
- with either monistic or dualistic structure
- multi-nationality requirement does not apply
- transfer follows German stock corporation law
- with fully paid-up capital
- all documents in German and English
Buy a European Company as a shelf SE
VRB establishes European Companies (Societas Europaea - SE), which can be acquired quickly and easily within 24 hours. Our high level of legal expertise and decades of experience ensure a secure product and efficient processing.
Buy an SE from the shelf instead of founding one, and save a lot of time and effort
The formation of an SE is only possible within a very narrow legal framework, which is expressly regulated in the Council Regulation on the Statute for a European company (SE).
Accordingly, the formation of an SE is subject to strict formal restrictions, both in terms of the formation procedure and the legal entities involved. For instance, SEs cannot be established by natural persons, and the principle of multi-nationality must be adhered to, with founding companies subject to the laws of different European member states. For more details, refer to the section Founding a European Company / SE.
By acquiring a shelf SE, buyers are not required to have multi-nationality. Skipping essential steps in the formation process allows immediate action after acquisition. The acquisition of shares is also possible for private individuals.
Any employee participation procedure that may be required can take place later without hindering business operations.
Buy an SE: How to acquire a European Company as shelf company
From reserving your company to the notary appointment, there are only three concise steps. For more details, refer to the menu item Procedure.
You acquire the shares and voting rights by private deed. You will receive a draft of the share purchase agreement from us when you reserve the company. The entire process takes place exclusively by e-mail.
During the notary appointment, the Annual General Meeting is notarized. At this meeting, you can amend the articles of association according to your preferences and appoint the company’s new executive bodies. Alternatively, we can replace the executive bodies based on your specifications before finalizing the sale.
All changes to the articles of association, as well as those related to supervisory and administrative bodies, are registered with the commercial register. Additionally, the new economic formation of the company is disclosed, and associated assurances are submitted. Once the notary submits the application to the register court, the SE is fully authorized to act.
Advantages of an SE as a European legal form
- As a supranational legal form, the SE demonstrates the international positioning of a company
- High prestige and trust in the SE legal form throughout Europe
- Mobility through transfer of registered office to another member state without changing the legal form
- freely transferable shares
- Flexible organisation of the management structure options: as a dualistic SE or as a monistic SE
- Lean management structure possibility with the monistic SE.
- Increased flexibility in organising employee involvement and co-determination
- Authorised for trading on the stock exchange
Registered office and bank account of the SE
Our SEs have their registered office in Berlin or Frankfurt am Main. The registered office can, of course, be relocated upon acquisition.
Each shelf SE has a bank account in which the share capital of EUR 120,000 is held. At the time of the SE transfer, the capital is fully paid up and is at the free disposal of the managing director or Executive Board. You can take care of the bank account at your convenience after the purchase.
Frequently asked questions about the European Company (SE)
- What is a shelf-SE
A shelf-SE is a fully formed European Company registered in the commercial register but has not yet engaged in any business activities. It can be immediately taken over by a buyer. Unlike regular incorporation, the requirement for multiple nationalities does not apply to shelf SEs, as they are founded through secondary incorporation. When acquiring a shelf SE, the shares can also be acquired by natural persons (unlike in the case of incorporation). Shelf SEs are legally permissible as long as they have been openly founded - i.e. recognisable as a shelf company. All shelf SEs of VRBs are open shelf companies. In Germany, the transfer of an SE follows the provisions of German stock corporation law.
- What are the costs for a shelf-SE?
A shelf SE with a fully paid-up capital of 120,000 euros costs 134,000 euros. There are no additional costs on our part. However, there will be additional notary and court costs for the purchase, which vary depending on the individual case.
- What is an SE / European Company?
The Societas Europaea (SE), commonly known as the "European Company" is a distinct legal form. It is a corporation (legal entity) whose capital is divided into shares. An SE allows businesses to operate across various European countries using standardized rules. The registered office of an SE must be located in an EU member state or in the EEA.
The minimum capital of an SE is 120,000 euros and is divided into shares that are held by the partners - the shareholders. Shareholders can be one or more natural or legal persons. Liability is limited to the company assets of the SE.
For the management structure of an SE, there is a choice between the dualistic and the monistic system.
- What ways of foundation exist for an SE?
An SE cannot be founded by natural persons. As a supranational form of company, the formation of an SE requires a cross-border element of the companies involved, so-called multi-nationality. To this end, at least two founding companies must be subject to the law of different member states or have a subsidiary/branch office in another EU country.
There are four primary options for founding an SE ("numerus clausus of foundation forms"). These formation methods are mandatory.
Options for primary formation:
- merger of several public limited companies with registered offices in different member states
- conversion of an existing public limited company, provided that the public limited company has a subsidiary in another member state
- formation of a holding SE through the contribution of founding companies from different member states
- formation of a subsidiary SE by founding companies from different member states
In addition to these primary foundation methods, there is also the possibility of a so-called secondary foundation as a fifth foundation method. An existing SE can establish another SE as a subsidiary. This type of formation doesn’t require multiple nationalities and an additional founding partner is not required.
For our shelf companies, we’ve opted for the secondary formation route. As the purchaser of a shelf SE, you are not bound by the numerus clausus of the forms of incorporation outlined above.
- What is the difference between a one-tier (monistic) SE and a two-tier (dualistic) SE?
In a dualistic SE, there are two separate bodies: a Management Board and a Supervisory Board. The Executive Board is responsible for management and is monitored by the Supervisory Board This system aligns with the structure of a stock corporation under German law.
In a monistic SE, the management and supervision of the company is exercised uniformly by the Administrative Board. The Administrative Board sets the business policy guidelines and supervises the Managing Directors responsible for the day-to-day business. The monistic system follows the board structure found in Anglo-American law.
- What are the differences between an SE and a German AG?
The SE (Societas Europaea) is a stock corporation under European law, which is comparable to the German AG (stock corporation), especially in its dualistic form. The legal status of an SE is harmonized accross the EU. The SE offers more flexible options for organising employee co-determination and the management structure of the company. It can also relocate its registered office to other member states. Both legal forms can be listed on the stock exchange. However, the SE is subject to the numerus clausus of foundation forms.
Read here about the other advantages of the SE as a legal form.
- What are the disadvantages of an SE?
The formation of an SE is associated with comparatively high costs and organisational effort. The minimum capital requirement is 120,000 euros, which is significantly higher than for other corporations. The formation can only be carried out by legal entities and requires a cross-border element of the participating companies ("multi-nationality"). The management and administration of an SE is formalistic and involves increased effort and costs.
- What applies to the SE with regard to accounting regulations, liquidation & insolvency?
With regard to accounting regulations, liquidation and insolvency, an SE must comply with the applicable regulations of the EU country in which the company is registered. The accounting of an SE based in Germany is therefore based on the regulations of German accounting law. The annual and consolidated financial statements can be prepared in the usual form. Capital market-oriented SEs must comply with international accounting standards when preparing their consolidated financial statements.
VRB’s advantages
- A leading provider with more than 20 years’ market experience
- Owner-managed by licensed lawyers
- Our clients can contact us personally
- Optimised and flexible processes
- More than 8,000 sold shelf companies
- A wealth of experience with holding structures and individual solutions
- Suitable transaction power of attorney for your clients
- Wide range of German legal forms at various location
Shelf companies
We offer all common German legal forms. We have lots of different locations available depending on the legal form. Authentication is possible throughout Germany. To our Shelf companies.
Purchase process
Just a few steps need to be taken after reservation until you can purchase a shelf company. You determine whether and when you require the company. More about the process involved in purchasing a shelf company.
Bank account
You set up the bank account of the shelf company following the purchase. Select the right bank and account model that suit you or your clients when reserving the company.