Can companies, incorporated under the law of an EU Member State, subject themselves to another Member State’s law without going through the process of liquidation in their original jurisdiction? Such operations are usually labelled “cross-border reincorporations”, or just “reincorporations”. Cross-border reincorporations and regulatory competition in EU company law has long been a focus of scholarly work in EU company law. The present work adds to previous studies a comparative analysis of all Member States of the European Union regarding rules on transfer of a company’s registered office and cross-border reincorporations. In particular, the question arises whether the freedom of establishment under the Treaty on the Functioning of the EU also covers the right to reincorporate in other Member States and, consequently, whether Member States should grant domestically incorporated companies the possibility of reincorporating under the law of a different jurisdiction and foreign companies the possibility of converting into domestic entities without liquidation. The answer is still unclear, despite recent decisions of the Court of Justice of the European Union. (more…)
Posted by Federico M. Mucciarelli, University of London, on Sunday, October 15, 2017
Editor's Note: Federico M. Mucciarelli is Reader in Financial Law at the University of London and Associate Professor at the University of Modena & Reggio Emilia. This post is based on a recent paper by Professor Mucciarelli; Carsten Gerner-Beuerle, Associate Professor of Law at the London School of Economics; Edmund‐Philipp Schuster, Associate Professor of Law at the London School of Economics; and Mathias Siems, Professor of Commercial Law at Durham University.
