Societas Europa

Societas Europa (SE) is a public limited liability company regulated under EU law. This notion of European Company was introduced in 2004 with the Council Regulation on the Statute for a European Company.

The registered office of the SE must be the place where it has its central administration. Should such central administration change location, an SE may transfer its registered office within the EU without dissolving the company in one Member State in order to form a new one in another Member State. Such a transfer is subject to certain formalities prescribed by EU Regulations. These formalities have recently been transposed into local legislation by the Maltese Legislator by virtue of Legal Notice 19 of 2017.

A proposed transfer of an SE to Malta

In such instances, the Registrar shall be presented with:

• a copy of the resolution approving the transfer of the SE’s registered office;
• the certificate by the court, notary or other relevant competent authority of the Member State or EEA State in which the SE has its registered office attesting to the completion of the acts and formalities to be accomplished before the transfer; and
• the Memorandum and Articles of Association of the SE adopted in accordance with the Act and with the EC Regulation.

On the registration of the above mentioned documents, the Registrar will then be in a position to issue a certificate of registration indicating therein the transfer of the SE’s registered office to Malta and the date of registration in Malta of the SE.

Transfer of an SE outside of Malta

In such a case, the legislator highlights the following requirements:

• directors of the SE shall draw up a transfer proposal and a report

The transfer proposal shall be delivered to the Registrar for registration. A notice thereof shall then be published in the Government Gazette and in a daily newspaper being circulated in Malta.

Other Requirements

Every invoice, order for goods and business letter issued at any time in the interim period of such a transfer shall state that the SE is proposing to transfer its registered office to another Member State or EEA state.

Where an SE proposes to transfer its registered office to another Member State or EEA State, the directors of the SE shall issue a declaration of solvency. This declaration of solvency shall be issued as a means to satisfy the Registrar that the interests of creditors and holders of other rights in respect of the SE have been adequately protected in respect of any liabilities arising prior to the transfer of the registered office.