Brexit and Corporate Citizenship

39 Pages Posted: 12 Jan 2017 Last revised: 24 Jan 2017

John Armour

University of Oxford - Faculty of Law; University of Oxford - Said Business School; European Corporate Governance Institute (ECGI)

Holger Fleischer

Max Planck Institute for Comparative and International Private Law

Vanessa Jane Knapp

Queen Mary University of London

Martin Winner

Vienna University of Economics and Business - Department of Business Law

Date Written: January 12, 2017

Abstract

The UK’s recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in the rest of the EU. So far, however, there has been relatively little discussion of the implications of Brexit for legal persons — that is, corporate citizens of the EU, which may also be profoundly affected by consequent changes. The ECJ’s 1999 decision in Centros made clear that the freedom of establishment protects the entitlement of corporate persons formed in one EU Member State to carry on their business in another Member State. Since then, many entrepreneurs in continental European countries have chosen to form companies in the UK, while still carrying on their business in their home country. What will the consequences of Brexit be for such companies?

Keywords: Brexit, Centros, company law, conflict of laws, cross-border mergers, freedom of establishment, Societas Europaea, real seat theory

JEL Classification: F36, F55, G34, G38, K22

Suggested Citation

Armour, John and Fleischer, Holger and Knapp, Vanessa Jane and Winner, Martin, Brexit and Corporate Citizenship (January 12, 2017). European Corporate Governance Institute (ECGI) - Law Working Paper No. 340/2017. Available at SSRN: https://ssrn.com/abstract=2897419 or http://dx.doi.org/10.2139/ssrn.2897419

John Armour (Contact Author)

University of Oxford - Faculty of Law ( email )

Oriel College
Oxford, OX1 4EW
United Kingdom
+44 1865 286544 (Phone)

University of Oxford - Said Business School ( email )

Park End Street
Oxford, OX1 1HP
Great Britain

European Corporate Governance Institute (ECGI) ( email )

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Holger Fleischer

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
Hamburg, 20148
Germany

Vanessa Jane Knapp

Queen Mary University of London ( email )

Mile End Rd
London, E1 4NS
United Kingdom

Martin Winner

Vienna University of Economics and Business - Department of Business Law ( email )

Welthandelsplatz 1
Vienna, A-1020
Austria

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