Registration of a European Company (SE) in the Commercial Register

Registration

• To file an application, contact a notary.
• The notary will advise you on how to draft the application.
• The application is submitted exclusively electronically
• for this purpose, a publicly certified document is prepared.
• The declaration is signed with an electronic signature (as defined in Section 39a of the Notarization Act (BeurkG)) and sent to the electronic court and administrative mailbox of the registry court.
• After successful registration for entry in the Commercial Register, you will receive a notice of registration. The entry is also published in the Official Journal of the European Union for informational purposes.

Changes

• Have key details about your company—such as its registered office, legal form, or authorized representatives—changed? If so, please have the Commercial Register entry corrected immediately.
• The entry is made in the same manner exclusively through a notary.

More information

All facts subject to registration must be entered in the commercial register in the event of a change (e.g. changes to the authorized representatives or their powers, etc.).

• Registration
• Certificate of Incorporation and Articles of Association
• Documents regarding the appointment of the Executive Board and the Supervisory Board (dualistic system) or the Board of Directors and the managing directors (monistic system)
• Proof that the amount paid is definitively at the disposal of the Executive Board or the managing directors (bank confirmation)
• List of members of the Supervisory Board or Board of Directors, from which:
  
  • the members' last names, first names, occupations, and places of residence are listed, and
  • the chairperson and vice chairperson are named
• Incorporation Report
• Audit reports prepared by the members of the Supervisory Board and the Executive Board or the Board of Directors, as well as by the founding auditors, together with their supporting documentation
• In the case of Sections 26 and 27 of the German Stock Corporation Act (AktG):
  
  • the contracts on which the determinations are based or that were entered into for their implementation
  • a calculation of the incorporation expenses to be borne by the company
• Depending on the form of incorporation of the European Company, additional documents may be required

Fixed fees are charged for entries in the Commercial Register in accordance with the Commercial Register Fees Regulation.
Initial registration of an SE: 450.00 EUR; additional fee for making the entry available for retrieval: 150.00 EUR.

What deadlines must be paid attention to?

There are no deadlines.

How long does it take to process

The registration court must decide on the registration immediately after receipt of the application. If all documents are available and no objections by the court are necessary, registrations are usually made within a few working days.

• Verordnung (EG) Nr. 2157/2001 des Rates über das Statut der Europäischen Gesellschaft (SE)
• SE-Ausführungsgesetz (SEAG)
• § 36 Aktiengesetz (AktG)
• § 37 Aktiengesetz (AktG)
• § 12 Handelsgesetzbuch (HGB)
• Gesetz über Kosten der freiwilligen Gerichtsbarkeit für Gerichte und Notare (Gerichts- und Notarkostengesetz – GNotKG)
• Verordnung über Gebühren in Handels-, Partnerschafts- und Genossenschaftsregistersachen (HRegGebV)

• Weitere Informationen auf der Website der Europäischen Kommission
• Gemeinsames Registerportal der Länder
• Internetseite der IHK Bremen