Multitude SE, an international growth platform for financial technology, contemplates a relocation from Finland to Switzerland while maintaining its legal personality and without dissolution.
As Finnish law does not allow the relocation to be carried out directly from Finland to a country outside of the European Economic Area, such as Switzerland, while maintaining the company’s legal personality, the relocation is being considered via Malta.
Consequently, the company has begun investigations of a possibility of carrying out the relocation during the year 2024 in phases by first transferring the company’s registered office from Finland to Malta pursuant to Article 8 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE), then converting the company into a public limited liability company governed by the laws of Malta pursuant to Article 66 of the SE Regulation, and finally applying to have the company registered in Switzerland pursuant to applicable Maltese and Swiss laws.
No final decisions concerning the relocation have been made at this point, and the relocation remains subject to approvals by the Board of Directors and the Shareholders’ General Meeting both while the company remains in Finland and after a possible transfer of registered office to Malta.
The investigation of the possibility of the relocation is carried out primarily for reasons relating to shareholder rights. Currently, trading in company shares is practically impossible for those of the company’s shareholders whose shares are directly registered in the Finnish central securities depository in their own name. For the rest of the company’s shareholders, whose shares are held by nominees on behalf and on account of the shareholders, it is unreasonably difficult to attend the Shareholders’ General Meetings and use their shareholder rights in such meetings.
Following the relocation, the above-mentioned issues with respect to shareholder rights could be resolved. Additionally, while the company was initially incorporated in Finland by Finnish shareholders, its operations have since expanded significantly and currently the company is a parent company of a multinational group having operations around the globe.
Switzerland is being investigated as the ultimate country of registration since Swiss residents hold a majority of the company’s shares, and since several new Swiss investors have become shareholders. Malta is being investigated as the interim country of registration because Maltese legislation allows a re-domiciliation to Switzerland while maintaining legal personality as well as due to the company’s already existing ties to Malta through Multitude Bank p.l.c., a wholly-owned subsidiary of the company, which is registered and operating as a credit institution under the laws of Malta.
Multitude has previously, in 2021, prepared a transfer of registered office pursuant to the SE Regulation from Finland to Germany but has later announced postponement of such transfer. With the investigation of the relocation, Multitude is no longer considering a transfer to Germany.
