Formation of Societas Europaea | KPMG | Malta

Formation of Societas Europaea

Formation of Societas Europaea

Societas Europaea is a new form of a company for European businesses.

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Being a Member State of the EU, the Maltese legislation provides for a setting up of a European public limited liability company or more commonly known as “SE”.

Essentially, SE was created as an optional form of incorporation which offers companies the opportunity of operating throughout Europe without the constraints or burdens present in the laws of the member states.

In the light of the above, the formation of  a SE may be beneficial for those who are searching for a form of incorporation, easily transferrable between the Member States (or EFTA) and which is regulated by the EU Regulation. Therefore, a SE  can be an effective re-structure route, whereas it would be managed on a single set of rules with a unified management, reporting system and control of a SE.

What is more, a SE may be used to widen possibilities and pull in resources to compete for tenders involving large projects.

Formation of a Societas Europaea

SE in Malta is formed as a public limited liability company, with its own legal personality and must have a subscribed share capital of at least €120,000. It must be formed out of at least 2 existing companies with their registered offices and head offices with the European Union, provided that at least two members of them are governed by the laws of different Member States.

It is worth noting that Societas Europaea can be established by way of merger, through the creation of a holding company, through the creation of a subsidiary company, or by transformation from a public limited liability company.

The registration of a SE  is similar to the registration process that of a public company in Malta, thus a SE is registered upon the submission of the documents to the Registry of Companies in Malta. Upon the issue of the certificate of the registration the Societas Europaea shall be bound by the rules applicable to the public companies where the Societas Europaea has its registered office.

A SE may, on the approval of its shareholders, transfer its registered office to another Member State without being wound up or losing its legal personality. It worth noting that, however, the transfer of the registered office of SE means that a SE will need to conform its statute with the laws of the receiving Member State.

Lastly, it is worth noting that a SE may not be registered unless an agreement or arrangement for employee involvement pursuant to the Directive 2001/86/EC has been concluded.

Name

It is worth nothing that the European Company, also known as Societas Europeas (“SE”) shall use in its name the abbreviation “SE” instead of “public limited company” or its abbreviation “plc”.

Management of a Societas Europaea

In general, the management of a SE is entrusted to the board of directors of the company. The directors of the company are responsible for the day to day business of the company and may be removed and appointed by the shareholders of the company.

SE in Malta must also appoint an individual company secretary whose main responsibility is to take care of the administrative matters of a SE.

Taxation of Societas Europaea

Societas Europaea are included in the definition of “company” and are, therefore subject to the same tax regime as applicable to limited liability companies in Malta. For further information please refer to our Malta country profile.

© 2017 KPMG, a Malta civil partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

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