Creatrust > Corporate > European Company (EC)

European Company

A single legal entity recognised among all the European Union's members

Incorporation of a European Company

A European Holding Company may be set up as follows:

by merging two or more Public Limited Companies which have headquarters in different Member States, or
by incorporating a branch established in a member country, maintained for at least two years.

A Public Limited Company may be transformed into a European Company after it has owned a subsidiary in another Member State for at least two years.

The European Company must have at least EUR 120,000 in capital.

Administrative Council of a European Company

The Administrative Council may be composed of a single member.

The European Company may also have a "dual” form of management, similar to all Luxembourg Public Limited Companies, through the creation of a Board of Directors and a Supervisory Board.

Board of Directors of a European Company

The Board of Directors manages the European Company and has the same powers as those legally attributed to the Administrative Council of a Public Limited Company.

If the management is "Dual" then the Board of Directors must exercise its powers under the supervision of a Supervisory Board.

Supervisory Board of a European Company

The Supervisory Board is responsible for the supervision of a European Company's management by the Board of Directors, but cannot intervene in the management process.

The members of the Supervisory Board have the right to access unlimited information regarding the European Company's affairs.

General Assembly of a European Company

A General Assembly must take place annually. It may take place via videoconferencing. Shareholders who take part in the assembly via videoconferencing, or any other telecommunications technique that allows them to be identified, will be deemed present for the purposes of quorum.

Transfer of Head Office

The Registered Office of an EC Member State may be transferred to, and from, the Grand Duchy of Luxembourg, without dissolution of the company and without the need to create a new legal entity.

Taxation of a European Company

If the European Company has its registered office in Luxembourg it will be subject to appropriate taxation laws and may benefit from the various advantages provided under Corporation Tax Law.

Should the European Company set up a branch or a permanent establishment in Luxembourg, it may also benefit from some of the same advantages.