Reincorporations: A Comparison Between Greek and Cyprus Law
International Journal of Law and Management (Emerald)  Vol. 60 Issue: 3, pp.901-919
19 Pages Posted: 20 Nov 2018
Date Written: November 7, 2018
This paper aims to analyse the legal framework of reincorporations and subsequent change of applicable law in Greece and Cyprus. A comparison between Greek Law and Cyprus Law is drawn. This paper highlights possible required reforms. Cyprus has a quite detailed legal framework of voluntary inbound and outbound reincorporations. While Greece has certain provisions on outbound reincorporations, it does not have any provisions on inbound reincorporations. The compatibility of these national provisions with internal market rules, as interpreted by the case law of the Court of Justice of the EU (CJEU), is discussed.These two jurisdictions present some differences. Cyprus adopting the incorporation theory has a detailed, sophisticated and flexible legal framework of reincorporations. Although Greece adopting the real seat theory has some special provisions for outbound reincorporations, there are no specific provisions for inbound reincorporations. Inbound reincorporations are possible under Greek law, but the absence of detailed provisions is against legal certainty. Cyprus law on reincorporations could be used as an example for Greek legislature. However, possible EU harmonisation of seat transfers is expected to have an immense impact on national provisions for reincorporations.
Keywords: Reincorporations, Inbound, Outbound, Seat Transfer, Real Seat Theory, Incorporation Theory, Private International Law of Companies in Greece and Cyprus, Change of Applicable Law, Private International Law, European Company Law, Greek Company Law, Cyprus Company Law
JEL Classification: K22, K29, K33, K39
Suggested Citation: Suggested Citation