Malta implements EC Regulation governing the transfer of an EC

March 27, 2017

By virtue of Legal Notice 19 of 2017 entitled ‘Transfer of Registered Office of a European Company (SE) Regulations’ 2017, Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) has been implemented, the purpose of which is the implementation of the relevant EC Regulation provisions regarding the transfer of the registered office of an SE.

In the event that an SE is situated in an EU Member State/ EEA State would like to move its registered office in another MS/EEA State, the Registrar must be provided with the following:
– 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;
– the Memorandum and Articles of Association of the SE adopted in accordance with the Act and with the EC Regulation.

Once all the necessary documents have been received, the Registrar issues a registration certificate indicating the transfer of the SE’s registered office to Malta and the date of registration in Malta of the SE.

In the event that the registered office of an SE is proposed to be transferred from Malta to another Member State/EEA State, the SE’s directors draw up a transfer proposal (decided by the SE through an extraordinary resolution) and a report in accordance with the EC Regulation. The shareholders and known creditors are notified of their right to examine the transfer proposal and report. On request, they may obtain copies of those documents by not later than one month before the general meeting is called upon to decide on the transfer.

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