Transfer of Registered Office of a European Company

Legal Notice 19 of 2017 has transposed the provisions of Council Regulation 2157/2001 relating to the transfer of registered offices of European Companies.

The European Company, also known as the Societas Europea is a European Public Limited Liability Company regulated by European Union law. One of the benefits of the Societas Europea is the possibility of transferring its registered office from one European jurisdiction to another. Since by necessity the registered office of a European Company must be in the same country as its country of main operation and administration, this allows the Societas Europea to transfer its place of central administration and centre of operations without having to liquidate the company in order to form another one in the new Member State or EEA State.

Legal Notice 19 of 2017 lists the documents that must be delivered to the Maltese Registry of Companies if a Societas Europea intends to transfer its registered office to Malta. This includes:

  • Directors’ Resolutions approving the transfer;
  • A Certificate issued by a competent authority in the Member State/EEA State from which the European Company wishes to make the transfer, confirming the completion of all requisites that must be fulfilled before such transfer;
  • Memorandum and Articles of Association of the Company.

A Certificate of Registration indicating Malta as the location of the registered address of the Company will be issued by the Registry of Companies.

The Legal Notice also lays down the formalities that must be followed should a Societas Europa wish to transfer its registered office from Malta to another European jurisdiction.
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