News on European Companies (SE)

Transcription

1 News on European Companies (SE) October 2013 Melinda Kelemen, Michael Stollt and Anders Carlson (SEEurope Network, ETUI) The October 2013 edition of the SE News provides the latest SE data available from the ETUI's European Company (SE) Database. As of 1 October, a total of 1,966 SEs were registered in 25 countries of the European Economic Area (EEA), an increase of 105 SEs in the past three months. During this period, at least six normal companies four in Germany and two in France have finished their conversion process and negotiations on employee involvement, among them the well-known rental car company Sixt. In our section In focus we look this time at the availability of information on registered SEs via the official EU source, which is the Supplement to the Official Journal of the EU. According to our findings, 43 per cent of all registered SEs have not published the mandatory notice in the Supplement to the Official Journal. This points to serious deficiencies in the notification process between national registries and the European level and results in a problematic gap of information on registered SEs. Contents 1. Overview and latest SE figures 2. SE companies recently added to the ECDB selected cases 3. In focus Notification of SE registrations 4. Planned SEs 5. Transfers of seat 6. Other changes in the ECDB (de-registrations, transformations, name changes) Appendix

2 1. Overview and latest SE figures Facts in brief as of 1 October 2013, since the previous SE News (1 July 2013): Total number of SEs: new, 3 deregistered and 1 transformed companies. To our knowledge, only Bulgaria, Croatia, Greece, Iceland, Romania and Slovenia still host no SEs. 269 SEs have been identified by the ECDB as having more than five employees (so-called normal SEs). De facto, however, the number is likely to be significantly higher. 1 3 SEs moved their registered office from one EEA country to another. In addition to the already registered SEs, the ECDB currently provides information on 8 planned SEs (3 new planned SEs on the list since October 2013). For further ECDB figures on SE developments visit : 1 The number of normal SEs (> 5 employees) is likely to be significantly higher as a consequence of the persisting gap in employment information caused by inadequate publication rules in the SE legislation. By far the most SEs have been set up by way of a subsidiary and had no employees at the time of foundation. For many, after the so-called activation process when a company is sold and/or activated by shareholders this is likely to have changed in the meantime. 2

3 2. SE companies recently added to the ECDB selected cases 2 The figures cover the recent entries taken from national registers and Tenders Electronic Daily 3 since the previous SE News (October 2013). Identified Normal SEs (companies with > 5 employees, total: 269) In the past three months, several former planned companies have completed their transformation. Thus six new SEs have been added to the normal category since the last SE News. All of them have opted for the founding form of conversion. Form Company Sector HQ of est. NORMA Group SE Metal DE Conversion Twotier Fuchs Petrolub SE Chemicals DE Conversion Twotier CG SNB Outcome I/C P Empl. no. Yes Agreement Yes No 2013 : 2576 Yes Agreement Yes Yes 2012 : 2346 Reg. date 04/07/ /07/2013 Global Graphics SE Services IBITS FR Conversion Yes 23/07/2013 Sixt SE Other Services DE Conversion Twotier DNXCORP SE Services IBITS FR Conversion Onetier ZIEHL-ABEGG SE Metal DE Conversion Twotier Yes Agreement Yes No 2013 : Yes 2013 : 125 Yes Agreement Yes Yes 2013 : /08/ /08/ /09/2013 Abbreviations: HQ = Headquarters // Form of est. = Form of establishment // CG = Corporate governance structure // SNB = Special Negotiating Body was set up // I/C = Information and consultation rights // P = Participation rights (board-level representation)// Empl. = Number of employees concerned // Reg. date = Registration date. for details on the categories see: NORMA Group SE: the nearly 60 years-old international company dealing with engineered joint technology solutions transformed into an SE in July, The SE itself employs 2,576 persons in eight European countries, the group as a whole 4,485 persons worldwide. The company kept its two-tier board structure. According to the agreement on employee involvement, the employees will henceforth have their transnational information and consultation rights realized through an SE works council (an EWC existed before conversion, since January 2013). However, according to the before-and-after principle there is no board-level participation: all six seats on the supervisory board of Norma Group SE are reserved for shareholder representatives. 2 For the exact definition of the different SE categories as used by the ECDB see: 3 TED, the online version of the 'Supplement to the Official Journal of the European Union, available at: 3

4 Fuchs Petrolub SE: the international lubricant producer company completed its conversion process in July The agreement on employee involvement covers 2,346 employees in Europe. An SE works council is to be set up to ensure information and consultation rights at transnational level. In this case, participation rights at board level were agreed; on the six-member supervisory board, 4 seats are allocated to shareholder representatives and 2 reserved for employees representatives. The company kept its two-tier board structure. Sixt SE: the brand name is well known as a car rental company, employing 988 persons in Germany and 2,576 internationally. The conversion process from an AG to SE was completed in August The agreement on employee involvement foresees the setting up of an SE works council (Sixt Europa-Mitarbeiterforum) which consists of three members only and meets (at least) once a year. There will be no participation rights for employees in the six-member supervisory board. ZIEHL-ABEGG SE: the company is active in the ventilation technology field. Most of its workforce is in Europe. There are 2,561 employees in 13 EU member states. The company finished its transformation process through conversion in July The SNB has agreed both information and consultation rights through an SE works council and also participation rights at board level (There are two employee representatives out of six supervisory board members). Another company connected to the SE, ZIEHL Holdings SE, was registered in November In that case, employees were not involved (empty company). In the case of the two France-based IT companies, Global Graphics SE and DNXCORP SE, details about the negotiation process are not yet known to the ECDB. Both companies have announced their intention to move their corporate headquarters after the conversion process has been completed from France to the United Kingdom and Luxembourg, respectively. In addition to the new registrations, as a result of further research nine companies were re-categorised as normal SEs (>5 employees). Most of them had been categorised as UFO SEs : Keystone Engineering SE, Ecrypt SE, Fair Credit International, SE, Natur comfort obuv SE and A.K.E. RODINNÉ DOMY SE registered in the Czech Republic, Catlin Europe SE and DAW SE registered in Germany, 4

5 EurAsia Resource Value SE registered in Cyprus and PAYPAL SE, registered in the United Kingdom. Empty/micro SEs (Companies with 0 5 employees; total: 296) Only two recently established companies, INVEST OF 1999 SE in Denmark and Dekan SE in Germany, were added to the empty/micro category. Again, database crosschecks and further research made it possible to re-categorise 22 UFOs to empty/micro companies, mainly in the Czech Republic. 4 UFO SEs (Companies with regard to which no information on employees is available to the ECDB, total: 1,401) As usual, the overwhelming majority of the recently established UFO companies are in the Czech Republic (at least 71 UFOs). 5 There are also 14 new SEs in Germany and five in Slovakia of which little is known yet. However, based on experience and facts, most of them are deemed to be shelf companies on establishment. In Germany, these new registrations include seven Atrium and three Blitz companies. Philion SE, Rodano SE, ARIA Minerals SE, Gold Aktie III SE need further investigation 6 3. In focus: Notification of SE registrations 43 per cent of all registered SEs have not published a notice of registration in the EU Official Journal After collecting data on more than 2,000 SEs, registered between 2004 and 12 September 2013, we can now present reliable statistics on how many companies have not published the mandatory notice in the Supplement to the Official Journal of the European Union. The SE Regulation (2157/2001) states in Art. 14 in this respect: Notice of an SE s registration and of the deletion of such registration shall be 4 For the full list, please go to the database advanced search function and filter by status ( established ) and type ( empty/micro ). 5 The reason why the number of UFOs is so high and why it continues to increase (especially in the Czech Republic, which accounts for almost 80 per cent of the total number of UFO SEs in the ECDB) has been discussed many times in the News (see archived Newsletters). See also J. Cremers and A. Carlson (2013) SEs in the Czech Republic, in: J. Cremers, M. Stollt and S. Vitols (eds) (2013) A decade of experience with the European Company, Brussels: ETUI, 2013, pp For the full list of recently established UFO companies please go to the database advanced search function and filter by status ( established ), type ( UFO ) and registered seat (for example, Czech Republic ). 5

6 published for information purposes in the Official Journal of the European Communities after publication in accordance with Article 13. According to our findings (see table below), 43 per cent of all registered SEs have not published a notice of registration. The statistics are based on data obtained from the ECDB, again showing that it is the only up-to-date and reliable EEA-wide source on SE registrations and SE data. The data reveal that the notification procedure contained in the SE legislation has not passed the test of practice. Apparently, it is not always clear who is responsible at national level for providing this information to the European level. There is therefore a clear need for clarification in this respect and for improving the exchange of information between business registries. Until such information is available at European level it will remain difficult and laborious to track and monitor SEs. This also represents an easy way to circumvent employees rights. Table 1: Notification of SE registrations in Supplement of EU Official Journal Year Number of SEs Not published Not published (%) , , , , , , , , (Sept 12) ,3 Total Active ,5 Transformed/ ,8 deregistered Total ,0 The annual numbers stated in the upper part of table cover only active companies. Data on transformed or deregistered companies are stated separately but the low number of SEs in this category has little effect on the overall numbers. 6

7 4. Planned companies (total: 8) There are currently 8 companies in which the process of SE foundation has officially been started. Since the previous SE News 3 new planned SEs were added (marked below as new! ). Most planned SEs involve companies currently headquartered in Germany. According to sources available to the ECDB (for example, company press releases or official company documents), the companies that have already started a transformation process are: - Axel Springer AG (Germany) - biolitec AG (Germany) - bwin Interactive Entertainment AG and PartyGaming Ltd (Austria and Gibraltar/UK) - CML FRANCE and CML HOLDING GmbH new! (France and Germany) - IEC EUROPETROL PLC (UK) - KAESER KOMPRESSOREN AG new! (Germany) - KTG Agrar AG new! (Germany) - SAP AG (Germany) 5. Transfer of seats (total: 86) 7 In the past three months three companies have relocated their corporate headquarters: - LUSITANIA, SE (services commerce) from Slovakia to the Czech Republic; - SOLUTIONS 30 SE (IT services) from France to Luxembourg. Interestingly, LIVIA Corporate Development SE transferred its seat twice. In 2008, the company moved from Germany to Austria, and now, in 2013, it moved back to Germany again. For more information on the issue of transfer of seats see also the 01/2013 edition of the SE News. 7 Including eight deregistered and four transformed companies. 7

8 Most of the companies on the planned transfers of seat list below have been engaged in the process for a while: - Global Graphics SE new! from France to the United Kingdom; - DNXCORP SE new! from France to Luxembourg; - Vegas77 Entertainment SE from Germany to the Netherlands; - DUFERCO SALVAGE INVESTMENT HOLDING SE from Ireland to Luxembourg; - at least 10 SEs in the United Kingdom have filed a transfer proposal at Companies House, however they are still located in the United Kingdom. 8

9 6. Other changes Recently transformed and deregistered SEs (total: 54) According to the information available to the ECDB, in the past three months one Norwegian company, Odfjell Terminals SE (now: Odfjell Terminals Asa) 8 has been added to the number of companies which transformed into a national form. Three Blitz companies (Blitz , Blitz , Blitz ) were deregistered in Germany. Also, two more companies 9 in the United Kingdom (BIBO ZWEITE Vermögensverwaltungsgesellschaft SE and BOLBU Beteiligungsgesellschaft SE) went into liquidation. 8 The company was transformed already in March Both companies moved their seat from Germany to the United Kingdom in

10 Appendix Overview table SEs by country and status Countries Normal Established Empty/ Micro UFO Total Planned Transfer of seat (from) (to) Austria Belgium Bulgaria Cyprus Czech R Denmark Estonia Finland France Germany Greece Hungary Iceland Ireland Italy Latvia Liechtenstein Lithuania Luxembourg Malta Netherlands Norway Poland Portugal Romania Slovakia Slovenia Spain Sweden UK Total: One company, Livia Corporate Development SE, moved its seat twice from Germany to Austria and back to Germany. 10