SE may be formed with a dormant shell company (Re Portman Insurance)

SE may be formed with a dormant shell company (Re Portman Insurance)

In this case the High Court considered a Part 8 claim form for certification under Article 25(2) of Council Regulation (EC) 2157/2001 on the Statute for a European Company (SE), conclusively attesting to the completion of pre-merger acts and formalities.

Original news

Re Portman Insurance plc [2016] EWHC 2994 (Ch)

Certification as an SE should not be refused because one of the merging entities is a non-trading, dormant company and in effect a shell.

In this case the High Court considered a Part 8 claim form for certification under Article 25(2) of Council Regulation (EC) 2157/2001 on the Statute for a European Company (SE) (the SE Regulation), conclusively attesting to the completion of pre-merger acts and formalities.

What was the background to the case?

The case concerns a Part 8 claim form for certification under Article 25(2) of the SE Regulation, which came into effect on 8 October 2001, conclusively attesting to the completion of pre-merger acts and formalities.

An SE will be formed by at least two companies originating in different Member States who will:

  • merge
  • establish a European holding company, or
  • establish a European subsidiary

Alternatively a public limited company may be converted into an SE provided it has had a subsidiary governed by the law of another Member State for at least two years.

Formation must be scrutinised by the court, in two distinct stages. At the first stage the court is concerned to ensure that the procedural requirements are satisfied. The second stage under A

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