European Private Company (SPE)
Since the adoption of the SE legislation in 2001 the idea of creating a European company form targeted at small and medium-sized enterprises (SMEs) has been on the political agenda. In 2002 a High Level Group of Company Law Experts organized by the European Commission proposed the creation of the European Private Company, or Societas Privata Europaea (“SPE”), as a complementary form to the European Company. This proposal was adopted by the Commission in its 2003 communication on Modernising Company Law and Enhancing Corporate Governance in the European Union. In 2008 this was followed up by a proposal for a Council Regulation on the Statute for a European private company (SPE). The proposal however quickly ran into trouble as it was criticized heavily from many sides.
Among the strongest critics of the SPE proposal have been the ETUC and its member trade unions, who for good reason fear that this legal form could be used by companies to avoid national rules on worker involvement (see article below). Although the Swedish and Belgian Presidencies of the Council of the EU both submitted revised proposals for the SPE, these revisions were also not able to gain sufficient support from Member States. In addition to the issue of worker involvement, the issues of separation of home and host country, minimum capital requirements and taxation issues have also been quite controversial. This has not discouraged the Hungarian Presidency from trying again by issuing a new proposal for compromise on controversial points. However, the new proposal has reportedly also failed to gain sufficient support, despite efforts by the German government to broker a compromise.
ETUC and the SPE
Among the strongest critics of the SPE proposal have been the ETUC and its member trade unions, who for good reason fear that this legal form could be used by companies to avoid national rules on worker involvement. One key issue is whether SPEs would be allowed to register in a different country (“host country”) than the country in which their head office is located (“home country”).
more ...History of the European Private Company (SPE) statute
This table provides an overview of the legislative proposals by European institutions relevant to the adoption of a European legal statute for small and medium-sized companies in Europe, the so-called European Private Company or SPE (Societas Privata Europaea). So far, no political consensus has been reached on legislative measures, as there are deep controversies on four key issues: the required cross-border component (CB); the amount of the minimum capital requirement (MCR); the possibility of having the registered office and the headquarters in different Member States (Split); and the rules governing worker participation, especially at board-level (WP).
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