Initial and relevant obligations of an SE

The management of an SE , in accordance with its constitution, is either carried out by the administrative body in case of one-tier system or by the management and supervisory body, in case of two-tier system.

In one-tier system of SE, the minimum number of administrative body members must be of at least two (2). It is noted, that if participation of employees in the administrative body has been agreed in accordance with the relevant law of a European Company SE, on the role of employees, the administrative body must be comprise of at least three (3) members.

The administrative body carries out the management of SE and its members are appointed or ceased by the general meeting as in public limited liability companies that maintain their registered office in the Republic of Cyprus, however, the members of the first administrative body can be determined by its constitution.

In two-tier system of SE, the minimum number of members of the management body must be at least two (2) and the minimum number of members of the supervisory body must be at least (2).

The management body carries out the management of SE. The operation of the management body is under the control of the supervisory body. However, the supervisory body does not carry out the management of SE.

The members of the management and supervisory body, respectively, are appointed or ceased by the general meeting on the same terms applying for the public limited liability companies that maintain their registered office in the Republic of Cyprus, however, the  firstly appointed by constitution management and supervisory body members may be determined by the constitution,accordingly. In case of an SE two-tier system the members of the management body,are determined by the supervisory body.

An SE must also have one (1) secretary. It is noted also, that both the administrative, management and supervisory body members and the secretary must be eighteen (18) years old and above.

The management or administrative body members of an SE, accordingly, are legally responsible for the management of the company, and for maintaining the accounting books which are necessary for the preparation of the financial statements. At the same time, the members are responsible for submitting the tax returns of the company and for carrying out all acts relating to the submission and payment of tax levied.

The secretary of an SE is appointed by the members of its administrative or supervisory body, accordingly, for such a period, remuneration and terms as they may deem appropriate.

It is noted that the administrative or management body members, accordingly, and the secretary are responsible for submitting the relevant documents and notifications, regarding the updating of SE particulars, to the Registrar of Companies.

The information regarding the SE first directors (or members of management and supervisory body, in two-tier system) and the secretary are notified to the Registrar of Companies, depending on the type of  SE incorporation, by completing and submitting forms ED1, ED2, ED3, ED4 or ED5.

Following the incorporation of an SE, any changes relating to the officers are notified to the Registrar of Companies with the submission of form ED7 within fourteen (14) days from the date of change. For further information, please refer to the relevant page Updating officers.