Global Company Formation

Global Company Formation

Whether you are setting up a new business, branch or subsidiary in Europe or worldwide, CSB Group assists clients with the registration of companies in a number of jurisdictions – whether you are looking to minimise taxation or develop new markets.

Malta Company Formation

Flag_of_Malta Malta Company Formation

A major perceived advantage introduced by the recent tax amendments is that there is no longer the need to establish two separate companies for the purposes of carrying out from Malta trading activities on the one hand and holding activities on the other. It is now possible for a Malta company to carry out both types of activities, with a distinction between the two activities being made in the respective tax accounts for each income stream.

Cyprus Company Formation

cyprus Cyprus Company Formation

According to the new tax regime which applies in Cyprus since the 1st of January 2003, a company is a resident for tax purposes in Cyprus if the management and control of the company is carried out in or from Cyprus. Management and control is taken to mean the ‘effective management’ of the company (e.g. that all important decisions regarding the Company are taken in Cyprus, all Board meetings take place in Cyprus – which would easily be facilitated if the majority of the Board of Directors are Cyprus residents).

Cyprus Company Formation Overview
Company Law Cyprus Companies Law, Cap 113
Type of Company Private Limited Company
Language of Legislation and Corporate Documents Greek, English
Exchange Control No
Length of Time to Incorporate varies, currently 5-7 working days
Government Registration Fee Stamp duty is 0.6% on amount of share capital
Shelf Companies Available Yes
Corporate Names
Name Restrictions Names identical or similar enough to create confusion, offensive or otherwise undesirable
Endings and Abbreviations Required Limited or its abbreviation “Ltd”
Length of Time to Verify Name Availability 2-3 working days
Reservation of Names Permitted Yes, for a period of up to 6 months
Language of Name Any language using the Latin alphabet
Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders 1
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders Yes (Anonymity can be retained through a licensed Fiduciary or Trustee)
Minimum Authorised Shares to be Issued 1 share
Bearer Shares Permitted No
Registered Shares Permitted Yes
Directors and Company Secretary
Minimum Number of Directors 1
Minimum Number of Company Secretaries 1
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary Yes
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required Yes- notice to be given to every member
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere but for effective control and management (which will determine the Company’s tax status) it should be Cyprus
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings depending on Articles
Local Requirements
Registered Office/Agent Yes/No
Register of Directors / Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual Government Fee or Franchise Tax Fee for filing Annual return is 17.09 or if this is submitted within 42 days from the day ofthe AGM, or 34.18 EUROS if the filing is done after the 42 days
Requirement to File Annual Return Yes
Requirement for Financial Audited Accounts Yes
Requirement to file Financial Statements Yes
Requirement to file Tax Return Yes
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares Increase by extraordinary resolution. Reduction by Court order
Appointment or Removal of Director(s) By ordinary resolution- restrictions on removal may apply
Redomiciliation Permitted Yes provided the Articles of the Company permit this
Reinstatement at Registry Yes
Removal from Registry Following dissolution
Corporate Tax 0.1
Double Taxation Agreements Yes, over 50

The Marshall Islands Company Formation

marshall-islands The Marshall Islands Company Formation

The Marshall Islands Business Corporations Act (BCA) is modelled after the corporate laws of the United States (US) and the United Kingdom (UK), and allows for the appointment of a Managing Director and Corporate Secretary. Under the BCA, the board of directors and corporate officers may be individuals or business entities. Additionally, when setting up a Marshall Islands company, there is no mandatory requirement to file the names of directors, officers or shareholders with the Registrar of Corporations or Registered Agent. However, this information may be filed or recorded voluntarily.

The Marshall Islands Company Formation Overview
Company Law Association Law of the Republic of Marshal Islands 1990, which is comprised of the Business Corporations Act, Revised Partnership Act, Limited Partnership Act and limited Liability Company Act of 1996.
Type of Company International Business Company (IBC), limited liability companies (LLCs), partnerships and limited partnerships.
Language of Legislation and Corporate Documents English, dual language filings for corporate documents permitted.
Exchange Control No
Length of Time to Incorporate 24 hours
Government Registration Fee US$ 650.00 for IBCs(consisting of registered agent fee, government fee and includes first year’s annual fee). Subsequent annual fees are US$ 450.
Shelf Companies Available Yes
Corporate Names
Name Restrictions Names identical or similar enough to create confusion, offensive or otherwise undesirable.
Endings and Abbreviations Required Any standard,internationally accepted corporate suffix is permitted.
Length of Time to Verify Name Availability Immediately per telephone, via fax or email.
Reservation of Names Permitted Yes
Language of Name Roman characters,in any language.
Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or License Restrictions may apply.
Capital and Shareholders
Minimum Number of Shareholders One shareholder is required for IBCs.
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders No
Minimum Authorised Shares to be Issued 1
Bearer Shares Permitted Yes
Registered Shares Permitted Yes
Number Par Value Shares Permitted Yes
Directors and Company Secretary
Minimum Number of Directors 1
Minimum Number of Company Secretaries 1
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary No
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required Yes
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere in the world
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings At least a majority of the shares issued and entitled to vote.
Local Requirements
Registered Office/Agent Yes, being the trust company of the Marshall Islands.
Register of Directors / Officers to be kept at Registered Office No
Company Seal Required No
Copy of Minutes to be kept at Registered Office No
Copy of Share Register to be kept at Registered Office No
Annual Requirements
Minimum Annual Government Fee or Franchise Tax None
Requirement to File Annual Return No
Requirement for Financial Audited Accounts No
Requirement to file Financial Statements No
Requirement to file Tax Return No
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares By filing articles of amendments.
Appointment or Removal of Director(s) Yes
Redomiciliation Permitted Yes
Reinstatement at Registry Yes – subject to approval form the Trust company.
Removal from Registry Following dissolution & consequential winding up
Corporate Tax Zero tax
Double Taxation Agreements 1 TIEA with the US and over 20 under negotiation.

Saint Vincent & the Grenadines Company Formation

Saint_Vincent_and_the_Grenadines Saint Vincent & the Grenadines Company Formation

CSB Group also assists clients with company formation in Saint Vincent & The Grenadines. In 1996, the government of St. Vincent & the Grenadines created the new International Financial Services Authority and enacted a set of laws that not only reflect the best elements of modern international legislation, but also accept the reality of today’s information technology.

St. Vincent & the Grenadines Company Formation Overview
Company Law International Business Companies (Amendment and Consolidation) Act, 2007; Limited Liabilities Company Act 2008
Type of Company InternationalBusiness Companies; Limited Liability Companies
Language of Legislation and Corporate Documents English
Exchange Control No
Length of Time to Incorporate 1 to 2 working days
Government Registration Fee USD 225.00
Shelf Companies Available Yes, from Registered Agents
Corporate Names
Name Restrictions Names identical or similar, Queen Elizabeth II or members of the Royal Family, suggest connections to a Political Party, University, Professional Association, andas prohibited by the Regulations
Endings and Abbreviations Required Ltd., Limited, Incorporation, Inc., Corp., SA,LLC
Length of Time to Verify Name Availability Immediately available online to Registered Agents
Reservation of Names Permitted Yes – 3 working days free, fees apply for longerperiods
Language of Name Any language, Thename of an   IBC or LLC can be in anylanguage once The Registrar is provided with a translation of what is written. The COI will reflect both the foreign language and English translation.
Name of Banks, Insurance, Investment Fund, Trust Company ortheir Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders One
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders Shareholders information is not submitted to the Registrar but must be held and verified by the Registered Agent
Minimum Authorised Shares to be Issued One
Bearer Shares Permitted Yes
Registered Shares Permitted Yes
Number Par Value Shares Permitted No
Directors and Company Secretary
Minimum Number of Directors One
Minimum Number of Company Secretaries A company secretary is not obligatory
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary If so desired – Not a requirement
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings If the company hasonly one director, that director present in person shall form a quorum at a meeting of directors
Local Requirements
Registered Office/Agent Registered agent required
Register of Directors / Officers to be kept at Registered Office Yes, at registered agent’s office
Company Seal Required May adopt a seal orstamp if the directors so resolve but not legally required
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual Government Fee or Franchise Tax Annual renewal feefor IBC USD100.00 and penalty for late renewal
Requirement to File Annual Return No Annual Returns are required to be filed
Requirement for Financial Audited Accounts No
Requirement to file Financial Statements No filing ofstatements is required   but an IBC shall keep such accounts and recordsas the director consider necessary to reflect the true financial position ofthe company
Requirement to file Tax Return No as IBCs and LLCs are not liable for any localtax
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares By Amendment to the Articles of Incorporation
Appointment or Removal of Director(s) By Resolution of Shareholders or Directors
Redomiciliation Permitted Yes
Reinstatement at Registry Yes – Certificate of Restoration
Removal from Registry Liquidation and Dissolution by Court, Compulsory Winding up, Voluntary Winding up and Dissolution, or Strike Off by Registryfor non-payment of fees
Corporate Tax No as IBCs and LLCs are not liable for any localtax
Double Taxation Agreements None as IBCs and LLCs are not liable for anylocal tax

Gibraltar Company Formation

gibraltar Gibraltar Company Formation

Gibraltar has its own legal system, similar to that of the United Kingdom and based on English Common Law but with its own statutes, which are passed by the Gibraltar Parliament. Gibraltar Company Law is derived from the English Companies Act of 1929 and has evolved independently since that date. CSB Group is Malta’s leading Company Formation offering company incorporation services in Gibraltar and other popular jurisdictions.

 Gibraltar Company Formation Overview
Company Law Common law based on English Common Law
Type of Company Private Limited Liability Company
Language of Legislation and Corporate Documents English
Exchange Control No
Length of Time to Incorporate 5 to 8 working days
Government Registration Fee £50.00 + £10.00 flat rate stamp duty
Shelf Companies Available Yes
Corporate Names
Name Restrictions All names aregranted at the discretion of the registrar. Names containing sensitive terms such as “Royal, Bank, Charter, International, Group, Majesty, Gibraltar Heritage (to name but a few) identical or any other name which implies alicensable activity are subject to special auhtorisation. Names similar enough to create confusion, offensive or are otherwise deemed to be undesirable will not be granted.
Endings and Abbreviations Required Limited or Ltd.
Length of Time to Verify Name Availability Same Day (if before15:00 CET)
Reservation of Names Permitted No
Language of Name Any language using the Latin alphabet though at the registrars discretion and an officail translation may be requested)
Name of Banks, Insurance, Investment Fund, Trust Company ortheir Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders The minimum number of shareholders is one.
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders The name,residential address and occupation of all shareholders and officers of the company are recorded on the public registry which is open for inspection at a fee. The identity of the beneficial may remain confidential if nominee corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners.
Minimum Authorised Shares to be Issued 100 (or currency equivelent)
Bearer Shares Permitted No
Registered Shares Permitted Yes
Number Par Value Shares Permitted No
Directors and Company Secretary
Minimum Number of Directors 1
Minimum Number of Company Secretaries 1
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required Yes / Yes
Disclosure of Directors / Company Secretary Yes / Yes
Appointment of Subsequent Directors / Officers Yes / Yes
Meetings
Annual General Meeting of Shareholders Required Yes – though a private company may, by special resolution dispense with the holding of annual general meetings.
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere including Gibraltar for place of effective control & management.
Adopxion by Consent Permitted Yes
Quorum Required for Purposes of Meetings Unless otherwise provided for in the articles in the case of a private company one member, and in the case of any other company three members, personally present shall be a quorum.
Local Requirements
Registered Office/Agent Yes, must be maintained in Gibraltar
Register of Directors / Officers to be kept at Registered Office Yes must be retained in Gibrlatar at the registred office.
Company Seal Required Yes. A company seal can also be adopxed for use abroad.
Copy of Minutes to be kept at Registered Office Yes must be retained in Gibrlatar at the registred office.
Copy of Share Register to be kept at Registered Office Yes must be retained in Gibrlatar at the registred office.
Annual Requirements
Minimum Annual Government Fee or Franchise Tax Lodging of Annual Return £15.00
Lodgining of Annual Accounts £10.00
Requirement to File Annual Return Yes
Requirement for Financial Audited Accounts Yes, but small company exceptions as per EU 4th & 7th Directive on company accounts.
Requirement to file Financial Statements Yes
Requirement to file Tax Return No
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares Yes – by extraordinary resolution and some restrictions apply as per capital maintenance doctorine.
Appointment or Removal of Director(s) By ordinary resolution – restrictions may apply
Redomiciliation Permitted Yes
Reinstatement at Registry Yes, by Court order preceding striking-off
Removal from Registry Following liquidation & consequential winding up.
Corporate Tax Nil
Double Taxation Agreements No

Seychelles Company Formation

Seychelles Seychelles Company Formation

Seychelles International Business Companies are useful alternatives to offshore companies established in jurisdictions such as the British Virgin Islands. As specialists in company incorporation, we may also assist you with offshore company formation services such as the setting up of a Seychelles company.

Seychelles Company Formation Overview
Company Law Companies Ordinance 1972, International Business Companies Act 1994 (as amended)
Type of Company IBC
Language of Legislation and Corporate Documents English
Exchange Control No
Length of Time to Incorporate Within 24 hours
Government Registration Fee $100
Shelf Companies Available Yes
Corporate Names
Name Restrictions A name which is identical or similar to a company already incorporated or anything that implies patronage to the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity, is disallowed.
Endings and Abbreviations Required Inc, Incorporated,Limited, Ltd, Corp.,
Length of Time to Verify Name Availability 24 Hours
Reservation of Names Permitted Yes
Language of Name The name can be in any language but must be accompanied by a translation. The document must either be in English or French.   If any other language is used it must be accompanied by a translation in either English or French.   Incorporation of the company should be completed within a day but five working days should be allowed for delivery of documentation.
Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders Min. 1 (one)
Corporate Shareholders Permitted YES
Local Shareholders required No
Disclosure of Shareholders Details of the shareholders are not a matter of public record but the registered must keep the information regarding the holders and location of the bearer shares.
Minimum Authorised Shares to be Issued One
Bearer Shares Permitted Yes
Registered Shares Permitted Yes
Number Par Value Shares Permitted The minimum share capital is either one share of no par value or one share of par value.
Directors and Company Secretary
Minimum Number of Directors Min. 1 (one)
Minimum Number of Company Secretaries A Seychelles IBC need not appoint a company secretary although in practice it is customary to do so. The secretary may be a natural person or corporate, of any nationality and not necessarily resident in the Seychelles.   It is not a legal requirement to appoint a company secretary.
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary No
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings It may be held anywhere in the world and by any means including by telephone or other electronic forms.
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings When a meeting of the shareholders and directors is held, a proxy may represent a shareholder or director and speak or vote on his behalf.
Local Requirements
Registered Office/Agent Yes
Register of Directors / Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual Government Fee or Franchise Tax USD $100
Requirement to File Annual Return No
Requirement for Financial Audited Accounts No
Requirement to file Tax Return No
Requirement to maintain accounting records Yes
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares Yes
Appointment or Removal of Director(s) Yes
Redomiciliation Permitted Yes
Reinstatement at Registry Yes, by Court order preceding striking-off
Removal from Registry Following dissolution & consequential winding up
Double Taxation Agreements Belgium, Qatar and Zimbabwe.

British Virgin Islands (BVI) Company Formation

British_Virgin_Islands British Virgin Islands (BVI) Company Formation

BVI has been an international business centre, for offshore company formations, since the 1980s with constant updates to its legislation to ensure it remains in the fore front of the international business industry. A registered office is required, and must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

British Virgin Islands Company Formation Overview
Company Law BVI Business Companies Act 2004 (as amended)
Type of Company Business Companies(BC)
Language of Legislation and Corporate Documents English
Exchange Control No
Length of Time to Incorporate Within 24 hours
Government Registration Fee USD $350.00
Shelf Companies Available Yes
Corporate Names
Name Restrictions the name must not include words such as bank, insurance, assurance, reinsurance, trust, trustee, cooperative, royal, imperial, municipal, chartered, building, society, chamber of commerce, securities, fund, names associated with the Crown, or their derivatives, except with the written approval of the FSC and the obtainment of a license, where required
Endings and Abbreviations Required BC names must contain the endings Corporation, Incorporated, Societe Anonyme, Sociedad Anonima, Limited, or their abbreviations. Chinese names together with their English translation can be registered in the BVI.
Length of Time to Verify Name Availability Within one hour.
Reservation of Names Permitted Yes
Language of Name Chinese names together with their English translation can be registered in the BVI. Numbers are permitted as part of the company name together with foreign characters.
Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or License Yes
Capital and Shareholders
Minimum Number of Shareholders One
Corporate Shareholders Permitted Yes
Local Shareholders required No
Disclosure of Shareholders No
Minimum Authorised Shares to be Issued One
Bearer Shares Permitted Yes ( subject to custody)
Registered Shares Permitted Yes
Number Par Value Shares Permitted BVI BC’s are not required to specify the par value of its shares or currency however, clients may request this option.
Directors and Company Secretary
Minimum Number of Directors One
Minimum Number of Company Secretaries No
Corporate Directors Permitted Yes
Corporate Company Secretary Permitted Yes
Local Directors / Company Secretary Required No
Disclosure of Directors / Company Secretary No
Appointment of Subsequent Directors / Officers Yes
Meetings
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings No
Adoption by Consent Permitted Yes
Quorum Required for Purposes of Meetings Majority
Local Requirements
Registered Office/Agent Yes
Register of Directors / Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Yes
Copy of Share Register to be kept at Registered Office Yes
Annual Requirements
Minimum Annual Government Fee or Franchise Tax $350
Requirement to File Annual Return no
Requirement for Financial Audited Accounts No
Requirement to file Financial Statements No
Requirement to file Tax Return No
Requirement to maintain Accounting Records Yes
Other Relevant Information
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Amount of Issued Shares Yes
Appointment or Removal of Director(s) Yes
Redomiciliation Permitted Yes
Reinstatement at Registry Yes
Removal from Registry Yes
Corporate Tax no
Double Taxation Agreements Yes ( UK, US, Australia)

Societas Europea & The European Company Formation

Societas Europea & The European Company Formation

An SE can be registered in any member state of the European Union, and the registration can be easily transferred to another member state. Through the setting up of an SE, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system.

The Advantages of the Societas Europaea – The European Company

On 8 October 2004, Council Regulation No 2157/2001 on the Statute for a European Company or Societas Europea (SE) (the “Regulation”) entered into force in the EU. The Regulation was also integrated into the EEA (European Economic Area) Agreement in 2002 meaning that in addition to the EU Member States, an SE can also operate in the EFTA (European Free Trade Area) states, i.e. Switzerland, Iceland, Norway and Liechtenstein.

An SE can be registered in any member state of the European Union, and the registration can be easily transferred to another member state. There is no EU-wide register of SEs (an SE is registered on the national register of the member state in which it has its head office), but each registration is to be published in the Official Journal of the European Union. Through the setting up of an SE, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system.

Moreover, a company can restructure efficiently with minimum cost and can move across borders as circumstances may warrant, without the need of winding up and re-registering a new company. The transfer of a registered office of an SE will not result in the creation of a new legal entity. An SE also gives the choice to investors between the common law one-tier board system (where an Administrative Board of Directors appointed by the general Meeting has the duty of corporate management) and the continental two-tier board system (where corporate governance is exercised by a Management Board which is appointed and removed by a Supervisory Board).

Formation and structure

The name of an SE must be preceded or followed by the abbreviation “SE”. The formation of an SE is governed by the law applicable in the Member State where the SE establishes its registered office and an SE constituted in Malta will enjoy legal personality upon its filing with the Malta Registrar of Companies. The registered office of an SE must be located within an EU or EEA state and may be relocated to another EU or EEA state. An SE must have share capital and shareholders whose liability is limited in similar manner to that of a public limited company. Regardless of the currency in which it is expressed, an SE is required to have a minimum amount of subscribed share capital of the equivalent of at least EUR 120,000. An SE may only allot shares which are paid up to at least a quarter of their nominal value and the whole of any premium (except as part of an employees’ share scheme).

An SE may be formed in one of the following ways:

  1. Merger or Consolidation

Public limited companies with a registered office within the EU may form an SE if at least two of the merged companies are governed by the law of different states. Draft terms of merger must be drawn up and should include the following particulars:

  • the name and registered office of each of the merging companies together with those proposed for the SE;
  • the share-exchange ratio and the amount of any compensation;
  • the terms for the allotment of shares in the SE;
  • the date from which the holding of shares in the SE will entitle the holders to share in profits and any special conditions affecting that entitlement;
  • the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the SE;
  • the rights conferred by the SE on the holders of shares to which special rights are attached and on the holders of securities other than shares, or the measures proposed concerning them;
  • any special advantage granted to the experts who examine the draft terms of merger or to members of the administrative, management, supervisory or controlling organs of the merging companies;
  • the statutes of the SE;
  • information on the procedures by which arrangements for employee involvement are determined (pursuant to Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees).
  • A merger carried out as by acquisition shall have the following consequences ipso jure and simultaneously:
  • all the assets and liabilities of each company being acquired are transferred to the acquiring company;
  • the shareholders of the company being acquired become shareholders of the acquiring company;
  • the company being acquired ceases to exist;
  • the acquiring company adopts the form of an SE.
  1. Formation of a Holding Company

Public and private limited companies with a registered office in the EU may form a holding SE if at least two of the companies are governed by the law of different states, OR if one of the companies has had a subsidiary governed by the law of another state for at least two years.

Before forming a holding SE, draft terms for the formation and an explanatory report must be drawn up by the companies promoting the formation, and presented to general meetings of their shareholders. The explanatory report must explain and justify the legal and economic aspects of the formation and indicate the implications for the shareholders and for the employees of the adoption of the form of a holding SE.

A merger carried out by a new formation will have the following consequences ipso jure and simultaneously:

  • all the assets and liabilities of the merging companies are transferred to the SE;
  • the shareholders of the merging companies become shareholders of the SE;
  • the merging companies cease to exist.
  1. Formation of a Subsidiary

Two or more companies, firms or other legal bodies formed under the law of a Member State with registered offices and head offices within the Community may form an SE by subscribing for its shares. At least 2 of the companies or firms must be governed by the laws of a different Member State or for 2 years have had a subsidiary company governed by the laws of another Member State or had a branch in another Member State.

  1. Reorganisation

A public limited company registered in Malta may transform into an SE registered in Malta provided the public limited company has for 2 years had a subsidiary governed by the laws of another Member State. Before the transformation can take effect, the public limited company must prepare draft terms of conversion and an explanatory report and present them for approval to a general meeting of shareholders. The explanatory report must explain and justify the legal and economic aspects of the conversion and indicate the implications for the shareholders and for the employees of the adoption of the form of an SE. In order to be approved, ¾ of the votes cast at the general meeting must be in favor of the conversion.

Transferring registration from one Member State to another

One of the aims of the Regulation is that an SE should be able to transfer its registered office to another Member State without being wound up. An SE registered in Malta may transfer its registered office to another Member State and, conversely, an SE registered in another Member State may transfer its registered office to Malta. The principal requirement is the need to obtain shareholder approval.

No decision to transfer can be taken for 2 months after a proposal for the transfer has been published. During this time, the relevant authorities in the Member State where the SE is registered can oppose the transfer. The transfer can only take place once the authorities in both Member States are satisfied that all the acts and formalities have been completed. The registry to which the SE is transferring relies on a certificate issued by the ”˜old’ registry confirming they are complete. The effective date of the transfer is the date on which the SE is registered in the Member State to which it is transferring.

General Meetings

The first general meeting of an SE’s shareholders must be held within 18 months of the company’s incorporation. Thereafter, a general meeting must be held at least once in each calendar year within 6 months of the end of the company’s financial year.

General meetings may be convened at any time by the administrative organ, management organ or supervisory organ. Shareholders holding at least 10% of the SE’s subscribed capital (or some lesser percentage, if this is set down in the statutes) may request the SE convene a general meeting, stating in the request the items to be put on the agenda. Shareholders holding at least 5% of the SE’s subscribed share capital may request that additional items be placed on the agenda of a general meeting.

Employee Involvement

Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees entered into force simultaneously with the Regulation, and its aim is to ensure that employees have a right of involvement in decisions affecting the SE such that it provides a “mechanism including information, consultation and participation, through which employees’ representatives may exercise an influence on decisions to be taken within the company”.

Annual Accounts and Taxation

Save in circumstances where the SE is providing specialized services such as financial or insurance services, an SE is governed by the rules pertaining to the preparation and submission of accounts and to tax treatment as are applicable to a public limited liability in the Member State in which the registered office of the SE is located. An SE having its registered office in Malta may benefit from a low corporate rate of taxation, favourable tax treatment of dividends and an exemption from taxation on capital gains and duty on the transfer of shares.

We have recently used the services of CSB Group to assist with the formation of a new company. We found they were meticulous in their attention to detail, speedy with their responses and the process was carried out extremely efficiently. We would have no hesitation in using CSB for any future requirements.

Primero, UK | Barry Houghton

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CSB Group
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