The Polbud case and new EU company law proposal: expanding the possibilities for cross-border conversions in Europe

Abstract:

On 25 October 2017, the European Court of Justice ruled in the Polbud case that a cross-border conversion is permitted on the basis of the freedom of establishment, even if the converted company does not conduct any economic activities in the new home Member State.

On 25 April 2018, the European Commission proposed new company law rules to enable companies to make best of business opportunities in the EU’s Single Market and to ensure that cross-border conversions, mergers and divisions are accompanied by adequate safeguards against abuse. This directive explicitly refers to the Polbud case.

In this article the Polbud judgment is discussed in the broader context of cross-border conversions. Furthermore, the proposal of the European Commission is discussed and the antitax abuse provision thereof.

ESO: Judgment in Case C-106/16 Polbud - Wykonawstwo sp. z o.o http://www.europeansources.info/record/judgment-in-case-c-106-16-polbud-wykonawstwo-sp-z-o-o/

ESO: Proposal for a Directive amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions http://www.europeansources.info/record/proposal-for-a-directive-amending-directive-eu-2017-1132-as-regards-cross-border-conversions-mergers-and-divisions/

---