Introduction

1. This report discusses the provisions applicable to an SE that has or will have its registered office in Finland and to Finnish entities participating in the formation of an SE.

Finland, Council Regulation (EC) No. 2157/2001 on the Statute for a European company or Societas Europaea (‘SE’) (the ‘Regulation’) was implemented by the European Company Act (13.8.2004/742) (the ‘SE Act’). 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’) was transposed into national law by the act on employee involvement in the European company (13.8.2004/758) (the ‘Employee Involvement Act’ or ‘EIA’). Both acts entered into force on 8 October 2004.

Reasons to opt for an SE

2. The SE differs from national corporate forms in that it is a genuinely European entity.

An SE can transfer its registered office and head office from one Member State to another with relative ease, without the need to liquidate and/or form a new company. Such a transfer is tax neutral pursuant to recent amendments to the Merger Directive. A Finnish limited-liability company may not transfer its registered office to another Member State.

The Regulation also provides a legal framework for tax-neutral mergers of companies registered in different Member States (cross-border mergers).