Finally the legal framework on European public limited liability companies was transposed into the Portuguese legal system. The main goal of the Societas Europaea is to remove legal obstacles to the European development of companies within the common market, bringing Europe ever closer to true freedom of establishment.
The European Company
Decree-Law no. 2/2005 of 4 January finally transposed the legal framework on European public limited liability companies into the Portuguese legal system.
The main goal of the Societas Europaea ("SE") is to remove legal obstacles to the European development of companies within the common market, bringing Europe ever closer to true freedom of establishment. In fact, by permitting companies established in more than one Member State to merge and operate throughout the European Union on the basis of a set of common rules and unified systems, the need for a complex network of affiliates, governed by diverging national legislation, is avoided, thus reducing the administrative and legal costs inherent in such complexity. In this respect, it should be noted that a SE registered in a Member State may change its registered office to another Member State without dissolution in its country of origin and new registration procedures in its country of destination. This ease of expansion and management of cross-border transactions will enable medium-sized companies (the legally required share capital is 120,000 euros) to exploit opportunities more easily, in line with the possibilities and needs of the market in which they operate, which may ultimately increase competitiveness throughout Europe.
However, some disadvantages of this new legal entity have been pointed out. First of all, the fact that no specific taxation system has been contemplated, and that no tax benefits have been allocated to it. The European legislator is also blamed for its excessive caution, which has resulted in a still too expensive and complex incorporation process for these companies, taking into account the goals pursued in their creation. Finally, it should be mentioned that the European legislation, by not comprehensively covering the legal aspects of these companies, is an unfinished system, in which several aspects are left to the national legal systems. In fact, the ambition enshrined in this legal innovation may be questioned if its outcome is ultimately translated into a system that is also complex, still composed of several legislative layers which maximise conflicts instead of shortening steps.
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