Taken From: http://www.cozens-hardy.com/

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Brexit Fallout – Major British Insurer to Re-Register as European Company

In a telling sign of the times in the wake of the Brexit vote, a major English insurance company has received the High Court’s blessing to its proposal to transform itself into a European company – a Societas Europaea (SA).

The insurer, which has several offices in British cities, as well as in Europe and the Far East, was registered in England and Wales in 1972 and has its headquarters in London. However, as part of its strategic plan for dealing with the consequences of the UK departing the European Union on 29 March 2019, it wished to become an SA.

With that objective in mind, it had established a new company in Luxembourg, which had not traded and which had a share capital of 30,000 Euros. The plan was for the insurer to merge with that company, acquiring all of its assets and liabilities, and by that means to qualify for SA status. The new company would have an identical title to the insurer, save for having the letters SA – rather than PLC – after its name.

After the company sought judicial approval of its plan, the Court found that it had met all the formal requirements laid down by Article 26 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE). The insurer was free to take all necessary steps to bring about the merger and to re-register itself as an SE at Companies House.

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