10.11.2001 Official Journal of the European Communities L 294/1 | (Acts whose publication is obligatory) COUNCIL REGULATION (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Com- munity, and in particular Article 308 thereof, Having regard to the proposal from the Commission (1), Having regard to the opinion of the European Parliament (3), Having regard to the opinion of the Economic and Social Committee (3), Whereas: 1 The completion of the internal market and the improve- ment it brings about in the economic and social situation throughout the Community mean not only that barriers to trade must be removed, but also that the structures of production must be adapted to the Community dimension. For that purpose it is essential that compan- ies the business of which is not limited to satisfying purely local needs should be able to plan and carry out the reorganisation of their business on a Community scale. Such reorganisation presupposes that existing compan- ies from different Member States are given the option of combining their potential by means of mergers. Such operations can be carried out only with due regard to the rules of competition laid down in the Treaty. Restructuring and cooperation operations involving companies from different Member States give rise to legal and psychological difficulties and tax problems. The approximation of Member States’ company law by () Oy C263,16.10.1989, p. 41 and O] C 176, 8.7.1991, p. 1. (3) Opinion of 4 September 2001 (not yet published in the Official Journal). () OJ C 124, 21.5.1990, p. 34. means of Directives based on Article 44 of the Treaty can overcome some of those difficulties. Such approxi- mation does not, however, release companies governed by different legal systems from the obligation to choose a form of company governed by a particular national law. The legal framework within which business must be carried on in the Community is still based largely on national laws and therefore no longer corresponds to the economic framework within which it must develop if the objectives set out in Article 18 of the Treaty are to be achieved. That situation forms a considerable obstacle to the creation of groups of companies from different Member States. Member States are obliged to ensure that the provisions applicable to European companies under this Regulation do not result either in discrimination arising out of unjustified different treatment of European companies compared with public limited-liability companies or in disproportionate restrictions on the formation of a European company or on the transfer of its registered office. It is essential to ensure as far as possible that the economic unit and the legal unit of business in the Community coincide. For that purpose, provision should be made for the creation, side by side with companies governed by a particular national law, of companies formed and carrying on business under the law created by a Community Regulation directly applicable in all Member States. The provisions of such a Regulation will permit the creation and management of companies with a European dimension, free from the obstacles arising from the disparity and the limited territorial application of national company law.