SE accounts
SE financial statements: a European company that accounts under German HGB
A Societas Europaea (SE) is a European public company, but it does not have its own European accounting rulebook for individual statements. An SE with its registered office in Germany prepares its single-entity statutory statements under the HGB, essentially like an Aktiengesellschaft. This page explains what that means in practice.
The seat determines the accounting law
Under the SE Regulation (Council Regulation (EC) No 2157/2001), an SE is, for most purposes not settled by the Regulation itself, treated as a public limited company governed by the law of the member state where it has its registered office. For an SE seated in Germany, that reference points to the Aktiengesetz and, through it, to the HGB accounting rules for corporations.
So a German SE prepares a balance sheet (Bilanz, § 266), an income statement (GuV, § 275) and notes (Anhang, §§ 284–288), and — as a medium-sized or large entity — a management report (Lagebericht, § 289). Everything is drawn up in German and euros (§ 244). In accounting terms an SE in Germany looks and files like a large AG.
The same AktG overlay as an AG
Because an SE seated in Germany is treated as a German public company, the Aktiengesetz reserve and disclosure rules apply. The § 150 AktG legal reserve — 5 percent of annual net income until reserves reach 10 percent of the subscribed capital — must be built, and the Anhang carries the AktG-specific disclosures on capital, reserves, authorised and conditional capital that an AG shows.
Most SEs are sizeable and many are capital-market-oriented, which makes them automatically large under § 267 Abs. 3 Satz 2 HGB and therefore fully audited and fully published. A statutory audit by a Wirtschaftsprüfer under § 316 is the norm.
One-tier or two-tier: who approves
An SE can choose its board structure, which changes the approval mechanics but not the accounting.
Two-tier (dualistic)
A management board (Vorstand) prepares the statements and a supervisory board (Aufsichtsrat) examines and approves them — the familiar German AG model under §§ 170–172 AktG.
One-tier (monistic)
A single administrative board (Verwaltungsrat) with managing directors runs and approves the accounts, under the German SE Implementation Act (SEAG). The HGB content is unchanged.
Audit either way
Whichever structure is chosen, a medium-sized or large SE is audited by a Wirtschaftsprüfer under § 316 HGB, and the audit opinion accompanies the statements.
General meeting
The shareholders' general meeting receives the reports and resolves on the appropriation of profit, as for an AG.
Group vs single entity
An SE that heads a listed group prepares consolidated accounts under IFRS in line with the EU IAS Regulation, but — like any German corporation — its individual, legally binding statement that determines distributable profit stays on HGB. The two live side by side.
Our software prepares that HGB single-entity Jahresabschluss for a German-seated SE. It does not produce the group consolidation (Konzernabschluss, §§ 290/297), which is a separate exercise carried out at group level.
Frequently asked questions
Which accounting rules does a German SE follow?
Its single-entity statutory statements follow the HGB, because the SE Regulation treats an SE as a public company governed by the law of its registered seat — Germany, in this case — which routes it to the Aktiengesetz and the HGB corporation rules.
How do SE statements differ from an AG's?
In substance they don't. A German-seated SE prepares the same HGB documents with the same AktG overlay on reserves and disclosures. The main variable is the board structure — an SE may run a one-tier or two-tier board — which affects who approves the accounts, not their content.
Is a German SE audited?
Almost always. Most SEs are large or capital-market-oriented and therefore automatically classified as large under § 267 HGB, so a statutory audit by a Wirtschaftsprüfer under § 316 applies.
Does a German SE prepare a Lagebericht?
Yes, whenever it is medium-sized or large, which is typical for SEs. The management report under § 289 accompanies the Bilanz, GuV and Anhang.
Are a German SE's statements in German?
Yes. Like every German statutory Jahresabschluss they are prepared in German and in euros (§ 244 HGB). An English version can only ever be a convenience translation.