Reincorporations: A Comparison Between Greek and Cyprus Law

International Journal of Law and Management (Emerald) [2018] Vol. 60 Issue: 3, pp.901-919

19 Pages Posted: 20 Nov 2018

See all articles by Thomas Papadopoulos

Thomas Papadopoulos

Department of Law, University of Cyprus

Date Written: November 7, 2018

Abstract

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

Papadopoulos, Thomas, Reincorporations: A Comparison Between Greek and Cyprus Law (November 7, 2018). International Journal of Law and Management (Emerald) [2018] Vol. 60 Issue: 3, pp.901-919, Available at SSRN: https://ssrn.com/abstract=3280380

Thomas Papadopoulos (Contact Author)

Department of Law, University of Cyprus ( email )

P.O. Box 20537
Nicosia, 1678
Cyprus

HOME PAGE: http://ucy.ac.cy/dir/en/component/comprofiler/userprofile/tpapad05

Here is the Coronavirus
related research on SSRN

Paper statistics

Downloads
32
Abstract Views
277
PlumX Metrics