European companies—winding up, liquidation, insolvency and conversion to PLC
European companies—winding up, liquidation, insolvency and conversion to PLC

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • European companies—winding up, liquidation, insolvency and conversion to PLC
  • Winding up, liquidation, insolvency and cessation of payments
  • Liquidation for failure to comply with Article 7
  • Conversion of an SE into a PLC

BREXIT IMPACT: The availability of the Societas Europaea (SE) in the UK will be affected by Brexit. For further details on the impact of Brexit, see Practice Note: Brexit—European entities.

This Practice Note summarises the statutory provisions within Europe (the Council Regulation on the Statute for a European Company (SE Regulation) and the UK (the European Public Limited Liability Company Regulations 2004 (UK SE Regulations) which apply in connection with:

  1. the winding up, liquidation, insolvency and cessation of payments of a European company (otherwise known as a Societas Europaea or SE), and

  2. the conversion of an SE to a UK PLC

For further information on SEs, see Practice Notes: European companies—an introduction, European companies—formation and European companies—ongoing administration and transfer of registered office.

Winding up, liquidation, insolvency and cessation of payments

In relation to winding up, liquidation, insolvency, cessation of payments and other procedures, an SE is governed by the same legal provisions that apply to a public limited liability company formed in accordance with the law of the member state in which its registered office is situated. This includes the provisions relating to decision making at a general meeting.

The initiation and termination of winding up, liquidation, insolvency, cessation of payment procedures or decision to continue operating must be publicised in accordance with national law. In the UK, this is done