The European Company Statute

by
Format: Hardcover
Pub. Date: 2003-11-01
Publisher(s): Kluwer Law Intl
List Price: $218.00

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Summary

When the Statute for a European Company enters into force in October 2004, companies will have the opportunity to form an EU-wide organisation that will, In many essential areas of activity, be vested with the authority to transcend the company law of Member States. As this moment approaches, company executives and lawyers are asking many questions about the potential advantages and disadvantages of choosing to become part of this Societas Europeae (SE) that has been on the Community agenda almost from the start. This book has more answersiquest;clear when they can be categorically expressed, highly illuminating when dealing with the complex issues that still remainiquest;than any other book designed to elucidate this major new development in European law. The Statute will afford companies a far greater degree of flexibility and mobility throughout Member States than they have heretofore enjoyed. The authors of this book detail the various forms of incorporation allowed by the Statute, As well as the regulations governing share capital, transfer of registered offices, and company organs and their members. The in-depth analysis of the SE regime goes on to examine the areas in which Member State procedures will remain predominant, such as registration, publication, legal scrutiny, accounting and auditing, winding up, insolvency, and liquidation. The vexed issue of employee involvement is explored in a separate chapter. The book devotes six of its thirteen chapters To The most obvious business element on which the SE is silentiquest;the crucial issue of taxation. Extrapolating from a detailed examination of the European tax directives and related conventions and proposals, The authors convincingly demonstrate that the European Company Statute will necessarily expedite the harmonisation of tax laws among the Member States. In their conclusion, they present a framework for a corporate tax system that they believe is compatible with both the European company and national tax laws. The European Company Statute will be of immeasurable value to business persons, lawyers, and academics in a number of relevant fields everywhere, As it deals incisively with important matters affecting any company activity in Europe, whatever its origin. it will prove an incomparable guide to informed and rational decision making concerning European business.

Table of Contents

Foreword I vii
Antonio Vitorino
Foreword II ix
Francoise Blanquet
Acknowledgements xi
Introduction: Historical background of the Statute for a European Company 1(8)
Part I: The Statute of the European Company
9(70)
The European Company: A Step Forward in the Community Company Law
11(6)
Access to the SE
17(24)
The Regime of the SE
41(20)
The Structure of the SE
61(8)
Annual Accounts and Consolidated Accounts of the SE
69(2)
Winding Up, Liquidation, Insolvency and Cessation of Payments of the SE
71(2)
Employee's Involvement in the SE
73(6)
Part II: The Tax Issue
79(96)
European Directives on Direct Taxation
81(4)
The Parent-Subsidiary Directive: General Remarks
85(20)
The Merger Directive: General Remarks
105(18)
The Arbitration Convention: General Remarks
123(16)
The Loss--Compensation Proposal: General Remarks
139(10)
Prospects of a Corporate Tax System for the European Company
149(26)
Conclusion
175(4)
Appendices
179(76)
Council Regulation (EC) 2157/2001 of 8 October 2001 on the Statute for a European Company (SE)
181(22)
Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute of a European Company with regard to the involvement of employees
203(12)
Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (Parent--Subidiary Directive)
215(4)
Council Directive 90/434/EEC of 23 July 1990 on the common system of taxation applicable to mergers, divisions, transfers of assets and exchange of shares concerning companies of different Member States (Merger Directive)
219(8)
Convention 90/436/EEC on the elimination of double taxation in connection with the adjustment of profits of associated enterprises (Arbitration Convention)
227(18)
COM(90) 595 final Proposal for a Council Directive concerning arrangements for the taking into account by enterprises of the losses of their permanent establishments and subsidiaries situated in other Member States
245(10)
Bibliography 255(6)
Index 261

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