The Companies Act, Chapter 386 of the Laws of Malta, makes reference to a (Societas Europaea or SE) whereby an SE can be registered in any member state of the European Union, and the registration can be easily transferred to another member state.
Through the setting up of an Societas Europaea, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system, without the necessity of winding up and.pr re-registering a new company. This is an effective re-structure route, as the transfer of the registered office of an SE shall not result in the creation of a new legal entity, but the maintenance of effectively the same corporate vehicle.
The Societas Europaea is a public limited liability company which has a distinct and separate legal personality from that of its members. An SE may be established in any of the following four (4) options:
- by way of merger; or
- through the creation of a holding company; or
- through the creation of a subsidiary company; or
- by transformation from a public limited liability company.
The formation of an Societas Europaea is only possible, insofar that the following statutory requisites are met:
- The SE must be a public company and, therefore, able to list its shares;
- The SE must have a subscribed capital of at least €120,000 or equivalent in any other currency;
- The SE may only be formed out of at least two (2) existing companies which possess a cross – border element.
An Societas Europaea acquires legal personality on the date of its registration, which registration occurs through a register designated by the laws of the enabling Member State. As from the moment of registration, the SE shall be tantamount and bound by the same rules as a public limited company formed in accordance with the law of the Member State in whcih it has its registered office. The abbreviation “SE” as company name, effectively signals the nature of the company, as distinct from a public company, incorporated in Malta.
The Societas Europaea may, conditioanl to the approval of its shareholders and adherence to the correct legal procedure transfer its registered office to another Member State without being wound up and without jeopardy to its legal personality. Naturally, the SE would have to alter its company statute and adopt one with is in conformity with those of the receiving Member State. The competent authorities in the Member States involved in such transfer, may within two (2) months following the publication of the transfer proposal and upon good reasons being show, oppose such transfer for reasons of public interest.
Companies whose head office is located outside the States of the European Union, but within EFTA (European Free Trade Area) states, i.e. Switzerland, Iceland, Norway and Liechtenstein, may also form an SE. This is subject to the company being formed under the law of the Member State having its registered office in that state and having “ a real and continuous link” with the Member State’s economy, a link which is supposed to exist in particular if a company has been established in that member state and resolves matters from this office.
The winding up, liquidation and insolvency of an SE is regulated by national rules which would apply to a public limited company formed according to the laws of the Member States where the SE’s registered office is situated, including the provisions related to decision -making by the General Meeting.
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