Is a Directive on Corporate Mobility Needed?
Posted: 16 May 2007
There are 2 versions of this paper
Is a Directive on Corporate Mobility Needed?
Abstract
After a short historical introduction, this paper argues that corporate mobility remains a real political issue. To clarify matters, it proposes to distinguish between a formal seat transfer, being the choice of a different legal regime, and a de facto seat transfer that would not affect the applicable company law, the host State not being entitled to apply its company law rules. A future directive should be based on this distinction, prescribing the formalities for the former and stating clearly the consequences of the latter, thereby also defining the limits within which the "general good" can be invoked.
Keywords: corporate mobility; real seat; incorporation doctrine; freedom of establishment; regulatory competition; seat transfer; registered office; Fourteenth Directive; Centros
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