Chapter 4: Current Regulation of Cross-Border Transfers of the Registered Office at the Domestic and European Level

Abstract

Chapter 4 examines the procedures for carrying out cross-border seat transfers at the national and European level in detail, particularly cross-border transfers of the registered office.

It first analyses the national procedures that exist in the EU, namely in Belgium, the Czech Republic, Cyprus, Denmark, France, Greece, Italy, Luxembourg, Malta, Portugal and Spain, as well as the procedure used in Switzerland. The other Member States do not have such procedures.

Thereafter the chapter turns to EU procedures, which are the cross-border seat transfer procedure under the SE Regulation, and the procedure under the Cross-Border Merger Directive through which a cross-border seat transfer can also be carried out.

As a third point, the chapter looks at the situation in the Netherlands and Germany for cross-border seat transfers which are carried out on the basis of the fundamental freedoms, such as Article 49 TFEU together with internal seat transfers or conversion procedures.

The chapter concludes that even though all procedures at the national and EU level are characterised by similarities, cross-border transfers of the registered office are, however, not regulated in the same way in each Member State. By cataloguing and comparing all the existing cross-border seat transfer procedures in the EU, the book identifies three different regimes of cross-border seat transfer regimes: the heavily regulated procedure, the registration-focused procedure and the lightly regulated procedure. The Czech Republic, Denmark and Spain belong to the first group, Cyprus, Malta and Switzerland belong to the second group and Belgium, France, Luxembourg, Greece, Italy and Portugal belong to the third group.

Keywords: cross-border seat transfers, national level, European level, Belgium, Czech Republic, Cyprus, Denmark, France, Greece, Italy, Luxembourg, Malta, Portugal, Spain, Switzerland, Netherlands, Germany

JEL Classification: K22