Cross border transfer of company seat in the European Union

Abstract

This work deals with the transfer of the companies’ head office under European private internacional law. The economic reasons for that transfer is examined as well as the three levels of regulation: European material law, the law of the State where the seat of the company was previously located and the law of the State of the new seat. Not only are the main judgments rendered by the ECJ in the matter considered, but also the consequences of that tranfer are carefully analized. The four seminal judgments by the ECJ Daily Mail, Cartesio, VALE Építési Kft. and Polbud shed some light on the necessary coordination between European substantive law, the law of the member state where the seat of the company was originally placed and the law of the member state of the company’s new seat. Different legal options are open for companies that want to leave the state where the previous company’s seat is located. Companies are allowed to transfer their seat to another member state with a parallel change of their governing law or manteining that law although the seat has been transfered to another member state.