Formation of a Societas Europaea (SE)

Givan that Malta is a member of the Euopean Union, Maltese legislation provides for the setting up of a European public limited liability company which is more commonly known as an “SE”.

An SE is governed primarily by EU law but is supplemented by the national law of the country where it is registered. 

The formation of  an SE may be beneficial for those who are looking for a form of incorporation which is easily transferrable between EU member states. That is, an SE can transfer its registered office to another EU member state without dissolving or re-incorporating.

An 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 of at least 2 existing companies having their registered offices and head offices with the European Union, provided that at least two members are governed by the laws of different EU Member States.

An SE may, upon 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 an SE means that such SE will need to conform its statute with the laws of the receiving EU Member State.

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

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

In general, the management of an 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.

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. 

Entity formation services are provided by KPMG Advisory Services Limited (C2435). KPMG Advisory Services Limited is a Maltese limited liability company authorised to act as a Class A CSP by the MFSA.