The Transfer of the Company's Seat in European Company Law

C-210/06 <i>Cartesio</i><br> Increasing corporate mobility through outbound establishment

“…Instead, the Court only deals with the effects of national company law provisions on the freedom of establishment as guaranteed by the Treaty. 92 Therefore even where the provisions of national company law are found to be in conflict with Community law, such provisions continue to operate freely except when they conflict with Community law.…”

“…100 This definition has two direct consequences. First, by moving the central place of administration out of the MS of incorporation a company will not cease to exist, 101 but this does not mean that the MS will in fact allow such a transfer. Moreover, it must be noted that while MSs that adhere to the incorporation doctrine allow a transfer of the central place of administration, this does not mean that they welcome companies not reincorporating but transferring their central place of administration to their jurisdiction.…”

“…102 Second, the company is locked into the national law of the MS in which it is registered. 103 If it seeks to change the applicable national law, this can only be done through liquidation and reincorporation in another MS.…”

“…106 The letterbox argument is however often accompanied by the argument that such letterbox companies facilitate 'sometimes rather controversial transactions in more or less fictitious companies, located in exotic places' and 'unhealthy practises might result'. 107 In addition, this theory can be criticised by arguing that it does not properly 'take into account that a company's incorporation and activities affect the interests of third parties and of the country in which it runs its principal business'. …”

Steigimosi laisvė po Cartesio bylos: ES inkorporavimo doktrinos trūkumas ir to padariniai

“…Centros tried to establish a branch in Denmark which looks as a secondary establishment at the same time it rendered no business in the United Kingdom and principal place of administration and business was supposed to be in Denmark. 12 nies (established elsewhere but rendering activities solely or principally in the Netherlands, such as Inspire Art) to register branch in the Netherlands and indicate in the documents of such companies that they are registered elsewhere than the Netherlands, also meet minimum subscribed capital requirements applicable to the Dutch companies. Sanctions for failing to meet these requirements were severe including joint and several liability of the directors.…”