Dutch Legislation

Chapter 3

in force

STRUCTURE OF THE SE

Regulation (EC) No 2157/2001 — European Company (SE) (Verordening (EG) nr. 2157/2001 (SE)) · Articles: 23

Section None

STRUCTURE OF THE SE

38 Article 38

Under the conditions laid down by this Regulation an SE shall comprise:

39 Article 39

1. The management organ shall be responsible for managing the SE. A Member State may provide that a managing director or managing directors shall be…

40 Article 40

1. The supervisory organ shall supervise the work of the management organ. It may not itself exercise the power to manage the SE.

41 Article 41

1. The management organ shall report to the supervisory organ at least once every three months on the progress and foreseeable development of the…

42 Article 42

The supervisory organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by…

43 Article 43

1. The administrative organ shall manage the SE. A Member State may provide that a managing director or managing directors shall be responsible for…

44 Article 44

1. The administrative organ shall meet at least once every three months at intervals laid down by the statutes to discuss the progress and…

45 Article 45

The administrative organ shall elect a chairman from among its members. If half of the members are appointed by employees, only a member appointed by…

46 Article 46

1. Members of company organs shall be appointed for a period laid down in the statutes not exceeding six years.

47 Article 47

1. An SE's statutes may permit a company or other legal entity to be a member of one of its organs, provided that the law applicable to public…

48 Article 48

1. An SE's statutes shall list the categories of transactions which require authorisation of the management organ by the supervisory organ in the…

49 Article 49

The members of an SE's organs shall be under a duty, even after they have ceased to hold office, not to divulge any information which they have…

50 Article 50

1. Unless otherwise provided by this Regulation or the statutes, the internal rules relating to quorums and decision-taking in SE organs shall be as…

51 Article 51

Members of an SE's management, supervisory and administrative organs shall be liable, in accordance with the provisions applicable to public…

52 Article 52

The general meeting shall decide on matters for which it is given sole responsibility by:

53 Article 53

Without prejudice to the rules laid down in this section, the organisation and conduct of general meetings together with voting procedures shall be…

54 Article 54

1. An SE shall hold a general meeting at least once each calendar year, within six months of the end of its financial year, unless the law of the…

55 Article 55

1. One or more shareholders who together hold at least 10 % of an SE's subscribed capital may request the SE to convene a general meeting and draw up…

56 Article 56

One or more shareholders who together hold at least 10 % of an SE's subscribed capital may request that one or more additional items be put on the…

57 Article 57

Save where this Regulation or, failing that, the law applicable to public limited-liability companies in the Member State in which an SE's registered…

58 Article 58

The votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has…

59 Article 59

1. Amendment of an SE's statutes shall require a decision by the general meeting taken by a majority which may not be less than two thirds of the…

60 Article 60

1. Where an SE has two or more classes of shares, every decision by the general meeting shall be subject to a separate vote by each class of…