Letterbox companies and Private Internacional Law

Abstract

The so-called "letterbox companies" are a reality in the global economic scenario of the XXst century. Hese companies are incorporated to the Law of certain countries where they did not carry out any business. This paper deals with the legal status of letterbox companies in European and Spanish Private International Law. Different aspects are analyzed: the Law applicable to letterbox companies, legal reactions against these companies considered as pseudo-foreign corporations, freedom of establishment in the EU of letterbox companies, and liability of letterbox companies and their managers, especially, when using figureheads. Finally, special attention is paid to the legal regime of letterbox companies' insolvency in Europe. In that context, the paper focuses on the concept of letterbox companies' "center of main interests" and on the international transfer of letterbox companies' registered offices.