Abstract

http://ssrn.com/abstract=384802
 
 

Citations (7)



 
 

Footnotes (130)



 


 



The Transfer of the Company's Seat in European Company Law


Eddy Wymeersch


Ghent University - Financial Law Institute; ECGI

March 2003

ECGI - Law Working Paper No. 08/2003

Abstract:     
After the Centros case in 1999, the Europe Court of Justice has again delivered a significant case dealing with the legal situation of EU companies establishing themselves in other Member States. In the Uberseering case of November 5, 2002, the Court considered incompatible with the Treaty freedoms, the German rule, based on the real seat doctrine, whereby foreign companies with a seat on the German territory were refused to appear in German courts unless they proceeded to re-incorporation. This was considered an outright negation of the freedom of establishment. Member states should allow companies that have been incorporated in other Member states to freely enter their territory, according to the rules under which they have been formed in their state of origin. The case constitutes another landmark on the road towards the more free circulation of companies in Europe. Whether it introduces the incorporation theory as the European rule, is open to doubt, as the Court has exclusively relied on the Treaty rules on free establishment. It seems that the Court has rather developed a new approach that could allow to bridge the differences between incorporation and real seat techniques.

Number of Pages in PDF File: 40

Keywords: European Company Statute, Seat Transfer, Incorporation theory, Real Seat theory, Uberseering case, "General Good" Clause, EC Company Law

JEL Classification: F02, F20, K22, L5

working papers series


Download This Paper

Date posted: April 1, 2003  

Suggested Citation

Wymeersch, Eddy, The Transfer of the Company's Seat in European Company Law (March 2003). ECGI - Law Working Paper No. 08/2003. Available at SSRN: http://ssrn.com/abstract=384802 or http://dx.doi.org/10.2139/ssrn.384802

Contact Information

Eddy O. Wymeersch (Contact Author)
Ghent University - Financial Law Institute ( email )
Universiteitstraat 4
Gent, B-9000
Belgium
+32 9 264 68 27 (Phone)
+32 9 264 68 55 (Fax)
HOME PAGE: http://www.law.ugent.be/fli
ECGI ( email )
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
Feedback to SSRN


Paper statistics
Abstract Views: 11,502
Downloads: 2,863
Download Rank: 1,748
Citations:  7
Footnotes:  130

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo8 in 0.437 seconds