DEFINITION OF THE REGISTERED OFFICE OF POLISH COMMERCIAL COMPANY AND THE PROCEDURE OF ITS CROSS-BORDER TRANSFER TO THE EU

2020 ◽  
Vol 2 (XX) ◽  
pp. 293-301
Author(s):  
Tomasz Słapczyński
Keyword(s):  
Case Law ◽  
Point Of View ◽  
The European Union ◽  
Cross Border ◽  
Court Of Justice ◽  
Commercial Company ◽  
Economic Markets ◽  
Registered Office ◽  
Definition Of ◽  
The Eu

The study characterizes the problem of transferring the registered office of a Polish commercial company and the dependence of its procedures on the definition and interpretation of the concept of a commercial company. This problem is significant from the point of view of the procedure of transferring the company’s registered office. Case law and doctrine and are not in the same line when the definition of registered office of polish commercial company is on the topic. The significance of this issue indirectly influence on the rules of freedom of economic markets. The goal of the article thesis is to describe a unite point of view, by linguistic and functional analysis of national and EU law, case law of the Polish jurisdiction and the Court of Justice of the European Union. The doctrine is also important. The transfer of a commercial company abroad is an important problem from the point of view of economic freedom and guarantees in force in the EU. It is reasonable to assume that the registered office of the Polish commercial company is the registered office, which consequently raises fewer problems during the transfer procedure. An attempt to confirm the above thesis will be included in the following text by analyzing the aforementioned national and EU regulations, case law of the Polish courts and the CJEU. The term ‚registered office of a commercial company’ can be interpreted differently

scholarly journals Przeniesienie siedziby statutowej spółki do innego państwa członkowskiego w świetle swobody przedsiębiorczości

2018 ◽  
Vol 112 ◽  
pp. 199-208
Author(s):  
Robert Stefanicki
Keyword(s):  
Member State ◽  
Case Law ◽  
Point Of View ◽  
The European Union ◽  
Court Of Justice ◽  
Fundamental Freedoms ◽  
Registered Office ◽  
Restrictive Measure ◽  
Business Conditions ◽  
The Eu

TRANSFER OF THE COMPANY’S REGISTERED OFFICE TO ANOTHER MEMBER STATE IN THE LIGHT OF THE EU FREEDOM OF ESTABLISHMENTIn the light of the established case-law of the Court of Justice of the European Union, all normative regulations that hinder or significantly impede the exercise of fundamental freedoms guaranteed by the Treaty are considered as limitations. Deviations from the above rule should be justified, and the restrictive measure should be appropriate to ensure the accomplishment of the adopted objective and not going beyond what is necessary to achieve it. Therefore, the question arises as to what extent the company’s personal status may be determined by the law of each Member State and how the solution in this aspect is important from the point of view of implementing business conditions.

scholarly journals Cross-border company migration in the EU: Transfer of registered office (conversion) – the last piece of the puzzle? Case C-106/16 Polbud, EU:C:2017:804

2018 ◽  
Vol 25 (1) ◽  
pp. 87-107
Author(s):  
Stephan Rammeloo
Keyword(s):  
European Union ◽  
Member State ◽  
The European Union ◽  
Freedom Of Establishment ◽  
Cross Border ◽  
Court Of Justice ◽  
Registered Office ◽  
Legislative Measures ◽  
Proper Balance ◽  
The Eu

On 25 October 2017 the Court of Justice of the European Union (CJEU) provided for a preliminary ruling in its Polbud judgment concerning a cross-border company conversion. This conversion had to be accomplished by transferring the company’s registered office from one EU Member State to another. The Court’s ruling – first, that such a transfer, whether or not involving at the same time the company’s headquarters or economic conduct, falls within the ambit of Articles 49 and 54 of the Treaty of the Functioning of the European Union (TFEU) on freedom of establishment, and, second, that legislative measures imposed on the migrating company by the Member State of origin entailing the winding-up of the company on the conclusion of a liquidation procedure are precluded – deserves approval. The Polbud judgment not only provides for clarity but also further completes the options of cross-border migration operations for companies and firms. At the same time, however, the Court’s ruling demonstrates the need to establish uniform legislative standards at the EU level, safeguarding the interests of all company stakeholders under the reign of Article 52 subsection 2 litera (g) TFEU. Both the experience with Directive 2005/56/EC on cross-border mergers and, from the late eighties of last century onwards, various initiatives having resulted in consecutive ‘pre-drafts’ for a Cross-border Company Migration Directive, may serve as guideline for further harmonisation in the field related. It is now for the Commission to take action, seeking a proper balance between the potentially diverging interests of all company stakeholders.

Where Next After Coman?

2019 ◽  
Vol 21 (1) ◽  
pp. 117-139
Author(s):  
Amanda Spalding
Keyword(s):  
Case Law ◽  
European Convention ◽  
The European Union ◽  
Current Position ◽  
Court Of Justice ◽  
Form Part ◽  
Recent Developments ◽  
Definition Of ◽  
The Impact ◽  
The Eu

Abstract This article considers the impact of the recent judgment of the Court of Justice of the European Union in Case C-673/16 Coman and Others in which same-sex marriages where found to fall under the definition of ‘spouse’ in the Citizenship Directive. In light of recent societal and case law developments in Europe it is possible that Coman may come to be an important foundational case which will form part of the groundwork for the CJEU to advance the rights of unmarried couples in the EU migration context. This article examines the current position of unmarried couples (including registered or civil partners) under EU migration legislation as well as recent developments under the European Convention of Human Rights to argue that there are clear indications that EU migration laws need to be adapted to better suit a wider range of relationships than marriage.

scholarly journals The transfer of the company’s registered office

2016 ◽  
Vol 37 (1) ◽  
pp. 449-466 ◽  
Author(s):  
Saša Prelič ◽  
Jerneja Prostor
Keyword(s):  
Case Law ◽  
Company Law ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Cross Border ◽  
Court Of Justice ◽  
Registered Office ◽  
Real Seat ◽  
The Cross ◽  
The Eu

In the light of the relevant case law of The Court of Justice of the EU it is emphasized that the cross-border transfer of company’s registered office (and its real seat) must be permitted in accordance with the Treaty on the Functioning of the EU. Nevertheless, the Fourteenth Company law Directive should be adopted for the reasons of legal certainty and it should determine, whether the transfer of the registered office (without transfer of company’s real seat) to another Member State is admissible or not. Furthermore, the authors discuss the cross-border restructuring of the company, which in addition to relocation of the registered office also includes a change of its legal form. The Court of Justice of the EU has not yet decided on such cross-border restructuring, nevertheless it should be allowed based of the freedom of establishment (cross-border formal transformation).

scholarly journals Differences Between the Recognition and Enforcement of Authentic Instruments and the Recognition and Enforcement of Judgments

Lexonomica ◽  
2021 ◽  
Vol 13 (1) ◽  
pp. 1-16
Author(s):  
Maria Dymitruk ◽  
Jacek Gołaczyński ◽  
Maria Kaczorowska ◽  
Piotr Rodziewicz
Keyword(s):  
European Union ◽  
Case Law ◽  
Legal Order ◽  
The European Union ◽  
Cross Border ◽  
Court Of Justice ◽  
Recognition And Enforcement ◽  
The Subject ◽  
Definition Of

The subject of the article is to analyse and compare the specificity of judgments and authentic instruments in terms of cross-border recognition and enforcement under the Brussels I Recast Regulation framework. Particular focus has been put on the practical aspects of the definition of an authentic instrument. Selected detailed issues arising against this background have been discussed with reference to the Polish legal order as well as the case-law of the Court of Justice of the European Union (CJEU). Based on the undertaken considerations, some proposals have been formulated regarding the enhancement of the free circulation of authentic instruments within the European Union.

scholarly journals The seat of a commercial company incorporated under Polish law versus cross-border transmission of the company to another EU Member State

2019 ◽  
Vol 23 (2) ◽  
pp. 1-5
Author(s):  
Tomasz Słapczyński
Keyword(s):  
Business Activity ◽  
The European Union ◽  
Cross Border ◽  
Court Of Justice ◽  
Commercial Company ◽  
Registered Office ◽  
European Regulations ◽  
Polish Law ◽  
Corporate Business ◽  
A Company

In the paper the author makes an attempt at defining and interpreting the notion of the seat of a commercial company. The issue is vital especially when the shareholders of a company decide to transfer its the seat to another country. The doctrine and judicature are not uniform in the way they define the notion of a company’s seat what gives rise to qualification problems with respect to the fact whether the seat is transferred as subject to discretion or maybe the seat of the company is understood as its corporate (business) office where the actual business activity is being conducted, or perhaps it is its registered office. The problem in a direct way impacts the principle of freedom of business activity. The aim of the paper is to develop a uniform standing on when it is possible to proceed with cross-border transmission of a company’s seat. The author conducts linguistic and functional analysis of Polish and European regulations, doctrinal views as well as judicature of Polish courts and the Court of Justice of the European Union (CJEU). The author of the paper suggests that it should be assumed that the seat of a commercial company is, in fact, its registered office, what in consequence will cause fewer problems in the process of its transfer to another country. The paper tries to confirm this assumption through the analysis of relevant domestic and EU regulations, the judicature of Polish courts and of CJEU.

scholarly journals Free movement of workers in the EU and occupational pensions

2017 ◽  
Vol 19 (2) ◽  
pp. 141-157 ◽  
Author(s):  
Marion Del Sol ◽  
Marco Rocca
Keyword(s):  
Case Law ◽  
Legal Framework ◽  
Free Movement ◽  
The European Union ◽  
Occupational Pensions ◽  
Minimum Standards ◽  
Court Of Justice ◽  
Free Movement Of Workers ◽  
The Eu ◽  
Cross National

The European Union appears to be promoting at the same time both cross-national mobility of workers and an increased role for occupational pensions. There is, however, a potential tension between these two objectives because workers risk losing (some of) their pension rights under an occupational scheme as a consequence of their mobility. After long negotiations, the EU has addressed this issue through a minimum standards Directive. Shortly before the adoption of this Directive, the Court of Justice also delivered an important decision in the same field, in the case of Casteels v British Airways. By analysing the resulting legal framework for safeguarding pension rights under occupational schemes in the context of workers’ mobility, we argue that the application of the case law developed by the Court of Justice in the field of free movement of workers has the potential to offer superior protection compared to the Directive. We also highlight the fact that the present legal framework seems to afford a much fuller protection to the intra-company cross-national mobility of workers employed by multinational companies, while also seemingly favouring mobility for highly specialised workers.

scholarly journals Has the Action for Failure to Act in the European Union Lost its Purpose?

2014 ◽  
Vol 7 (2) ◽  
pp. 209-226 ◽  
Author(s):  
Inga Daukšienė ◽  
Arvydas Budnikas
Keyword(s):  
European Union ◽  
Judicial Review ◽  
Scientific Literature ◽  
Case Law ◽  
The European Union ◽  
Eu Legislation ◽  
Court Of Justice ◽  
Legal Remedy ◽  
The Eu

ABSTRACT This article analyzes the purpose of the action for failure to act under article 265 of the Treaty on the Functioning of the European Union (TFEU). The statements are derived from the analysis of scientific literature, relevant legislation, practice of the European Union Court of Justice (CJEU) and the European Union General Court (EUGC). Useful information has also been obtained from the opinions of general advocates of the CJEU. The article of TFEU 265, which governs the action for failure to act, is very abstract. For this reason, a whole procedure under the article 265 TFEU was developed by the EU courts. The original purpose of the action for failure to act was to constitute whether European Union (EU) institution properly fulfilled its obligations under the EU legislation. However, in the course of case-law, a mere EU institution’s express refusal to fulfill its duties became sufficient to constitute that the EU institution acted and therefore action for failure to act became devoid of purpose. This article analyzes whether the action for failure to act has lost its purpose and become an ineffective legal remedy in the system of judicial review in the EU. Additionally, the action for failure to act is compared to similar national actions.

Anti-discrimination Case Law of the Court of Justice of the European Union before and after the Economic Crisis

2021 ◽  
Vol 0 (0) ◽  
Author(s):  
Amalie Frese
Keyword(s):  
European Union ◽  
Economic Crisis ◽  
Case Law ◽  
The European Union ◽  
Direct Role ◽  
Legal Norms ◽  
Court Of Justice ◽  
Weak Evidence ◽  
Before And After ◽  
The Eu

Abstract Income inequality is at an all-time high in the Europe Union (EU). Implications from the economic crisis which broke out in 2008, and in particularly the austerity measures introduced by Governments in Eurozone countries receiving bailout programmes, created further inequalities, for example between men and women. This paper starts from the hypothesis that whereas other institutions in the EU have played a direct role in tackling the economic crisis, the Court of Justice of the European Union (CJEU) may have played a more indirect role, which nonetheless can have an overlooked value in particular for setting direction for legal norms of equality and anti-discrimination in Europe. The paper therefore addresses a legal-empirical question: To what extent does the anti-discrimination case law of the CJEU reflect the increased inequalities in Europe following the economic crisis? Based on a dataset of all anti-discrimination cases of the CJEU, I conduct a quantitative analysis of changes in the case law from before to after the economic crisis. I find that there is only weak evidence, which suggests that the case law of the CJEU reflects the increased inequalities following the economic crisis.

Mixed Agreements: The EU Law Fundamentals

2018 ◽  
Author(s):  
Joni Heliskoski
Keyword(s):  
European Union ◽  
Case Law ◽  
International Agreements ◽  
Eu Law ◽  
The European Union ◽  
Member States ◽  
Court Of Justice ◽  
Basic Characteristics ◽  
Mixed Agreements ◽  
The Eu

Whatever terminology one might wish to employ to describe the form of integration constituted by the European Union and its Member States, one fundamental attribute of that arrangement has always been the division, as between the Union and its Member States, of competence to conclude international agreements with other subjects of international law. Today, the fact that treaty-making competence—as an external facet of the more general division of legal authority—is divided and, to some extent, shared between the Union and its Member States is reflected by some of the opening provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union. Notwithstanding the changes to the scope and nature of the powers conferred upon the Union, resulting from both changes to primary law and the evolution of the case law of the Court of Justice of the European Union (CJEU), the basic characteristics of the conferment as an attribution of a limited kind has always been the same; there has always existed a polity endowed with a treaty-making authority divided between and, indeed, shared by, the Union and its Member States. In the early 1960s mixed agreements—that is, agreements to which the European Union

Sign in / Sign up

Export Citation Format

Share Document