Introduction

1. The main legislation regulating the establishment and functioning of a European company or Societas Europaea (‘SE’) in the Slovak Republic comprises Council Regulation (EC) No. 2157/2001 on the Statute for a European company (SE) (the ‘Regulation’), which is directly applicable in all EU Member States, including Slovakia, and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’).

The Directive has been transposed into national law by Act No. 562/2004 Coll. on the European company (the ‘SE Act’), which also regulates certain issues left by the Regulation up to national law of the Member States. The SE Act entered into effect on 1 November 2004. On many points, the Regulation refers to general provisions of national law applicable to public limited-liability companies of the Member State in which an SE's registered office is located. The SE Act expressly states that matters regarding the legal status and relations of an SE which are not directly addressed by the Regulation or the SE Act shall be governed by the provisions of Act No. 513/1993 Coll. (the Commercial Code), as amended, applicable to joint stock companies (the equivalent of a public company limited by shares).

Reasons to opt for an SE

2. The Regulation has been implemented in the Slovak Republic with a view to persuading foreign and domestic companies to create and establish SEs in Slovakia. Therefore, the legislature has not generally adopted the options contained in the Regulation to impose certain limitations and restrictions on SEs established in Slovakia.