Crossing Borders: Exploring the Need for a Fourteenth EU Company Law Directive on the Transfer of the Registered Office

Abstract:

Often a company has to overcome several obstacles in transferring its registered office abroad. This hinders corporate mobility and is one of the reasons why the right of establishment of companies within the European Union cannot be fully achieved. In the absence of positive harmonisation on the transfer of a company’s seat, the European Court of Justice determines nowadays to what extent companies can manoeuvre within the European Union. In analysing the case law on corporate migration, several flaws in the current negative harmonisation process become clear, notwithstanding that the Vale case brought more clarity in this area. Therefore, there is a need to reengage with the Fourteenth European Company Law Directive on the transfer of the registered office, in which a compromise between the incorporation doctrine and the real seat doctrine should be realised.

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