Recently, the Registrar of Companies issued a Provisional Certificate of Continuation to a French company seeking to continue into Malta even though French law has no legislation expressly permitting the continuation of companies. This might mean that it will be possible for EU companies seeking to continue to Malta to do so, despite the fact that the laws of their country of residence or incorporation do not expressly authorise company continuations.
The ROC took the novel approach of relying on a legal opinion issued by French legal counsel which confirmed, inter alia, that the continuation process was possible under French law. The opinion is based on Article 49 and 54 of the Treaty on the Functioning of the European Union (freedom of establishment) and on a wide interpretation of relevant provisions of the French Commercial and Civil Code.
The ROC’s decision in this case may constitute a precedent for the continuation into Malta of other companies incorporated in the EU in similar circumstances. Having said this, the matter is still subject to further development given that the French company in this case is yet to be de-registered in France before the ROC can issue a Final Certificate of Continuation. Thus, it remains to be seen whether this approach will be successful and whether it will be adopted in repeat cases. Nonetheless, it is notable that the ROC has proceeded in this matter.