Preliminary communication
https://doi.org/10.30925/zpfsr.37.1.16
THE TRANSFER OF THE COMPANY’S REGISTERED OFFICE
Saša Prelič
; Pravni fakultet Sveučilišta u Mariboru
Jerneja Prostor
; Pravni fakultet Sveučilišt u Mariboru
Abstract
In the light of the relevant case law of The Court of Justice of the EU it is emphasized that the cross-border transfer of company’s registered office (and its real seat) must be permitted in accordance with the Treaty on the Functioning of the EU. Nevertheless, the Fourteenth Company law Directive should be adopted for the reasons of legal certainty and it should determine, whether the transfer of the registered office (without transfer of company’s real seat) to another Member State is admissible or not. Furthermore, the authors discuss the cross-border restructuring of the company, which in addition to relocation of the registered office also includes a change of its legal form. The Court of Justice of the EU has not yet decided on such cross-border restructuring, nevertheless it should be allowed based of the freedom of establishment (cross-border formal transformation).
Keywords
freedom of establishment; company’s real seat; company’s registered office; cross-border transfer of the company’s seat
Hrčak ID:
160667
URI
Publication date:
11.4.2016.
Visits: 2.062 *