Relocating a Company Seat to Germany via a European Company (SE) – Practical Guide 2025

I. Relocating a Company Seat to Germany

Under the Hungarian corporate regulations in effect in 2025, a Hungarian limited liability company (Kft) cannot directly relocate its registered seat to Germany while maintaining its legal personality. Within the framework of cross-border corporate law, the Hungarian company must first be transformed into a European Company (SE) to legally move its seat to another EU member state, such as Germany.

More and more Hungarian companies are choosing this route, as it allows them to operate economically in Germany without establishing a subsidiary. However, the transformation requires careful legal and organizational preparation.

II. The European Company (SE) as a Tool for Seat Relocation

The European Company (SE) is a particularly advantageous legal form for internationally oriented businesses. It is governed by EU law – especially Regulation (EC) No. 2157/2001 – allowing companies to bypass certain national legal restrictions. The relocation of a company’s seat within the EU, for example from Hungary to Germany, is possible without dissolving the company.

The registered seat and the central administration must be located in the same member state. Moreover, the company must also have a subsidiary or branch in another EU country.

III. Forms of Establishing an SE – Status 2025

There are four ways to form an SE in 2025:

1. Merger: Two joint-stock companies registered in different EU countries can merge to form an SE.

2. Formation of a Holding SE: A Holding SE can be established by public limited companies or limited liability companies registered in different member states or by companies that have maintained a subsidiary in another EU country for at least two years.

3. Formation of a Joint Subsidiary SE: Two companies from different EU member states can jointly form an SE subsidiary.

4. Conversion: A joint-stock company that has operated a subsidiary in another member state for at least two years may convert into an SE.

Regardless of the method, the SE must have a minimum capital of EUR 120,000 and ensure employee participation in company decisions.

IV. Registering the SE in Germany – Practical Steps

The registration of an SE in Germany involves several steps:

– Adopting the statutes and SE bylaws;

– Negotiating the employee participation structure;

– Obtaining a pre-move certificate from the Hungarian company registry;

– Filing with the German commercial register;

– Applying for a tax number from the German tax office, opening a bank account, and registering with social security if employees are hired.

Registration is closely tied to the practical application of cross-border corporate law and requires precise legal planning.

V. Employee Participation in the SE – German Co-Determination 2025

A central feature of the SE is employee co-determination (co-determination 2025). In Germany, this is comprehensive and regulated by law. Depending on the structure, an employee representative may be required on the supervisory board of the SE.

The following models are possible:

– Parity co-determination: Employees and shareholders have equal representation on the supervisory board.

– Advisory participation: Employees have proposal and consultation rights only.

– Fallback mechanism: If no agreement is reached, a statutory minimum model applies.

Relocating a Company Seat to Germany, Structuring employee participation in an SE under German law is a strategic decision and should always be made with sound legal advice.

Dr. Katona Géza, LL.M. ügyvéd (Rechtsanwalt / attorney at law)

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