Portman Insurance Plc, Re

Active trading is not a requirement under the SE Regulation for certification of pre-merger acts and formalities; certification should not be refused solely because Portman SA is dormant.

Parties: Claimant: Portman Insurance Plc; Subsidiary: Portman SA
Jurisdiction: England and Wales
Judgment Date: 23 November 2016
Procedural Posture: Part 8 Claim for Certification Under Article 25(2) of Council Regulation (ec) No 2157/2001 / First Stage Scrutiny of Pre Merger Acts and Formalities
Outcome: certificate issued attesting to completion of pre-merger acts and formalities
Legal Topics: Cross Border Merger, Societas Europaea Formation, Pre Merger Certification, Dormant Company Participation

Company Law European Union Law Cross Border Merger Societas Europaea Formation Pre Merger Certification Dormant Company Participation

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Parties

Portman Insurance Plc

Claimant

Portman SA

Subsidiary

Procedural Posture

Part 8 Claim for Certification Under Article 25(2) of Council Regulation (ec) No 2157/2001 / First Stage Scrutiny of Pre Merger Acts and Formalities

Legal Issues

1 Whether certification should be refused because Portman SA is a dormant, non-trading shell company
2 Whether the SE Regulation requires participating companies to be actively trading

Ratio Decidendi

Active trading is not a requirement under the SE Regulation for certification of pre-merger acts and formalities; certification should not be refused solely because Portman SA is dormant.

Court Disposition

certificate issued attesting to completion of pre-merger acts and formalities

Orders

Certification granted under Article 25(2) of Council Regulation (EC) No 2157/2001