Providing a headquarters for business to a company from the same capital group and the status of an obligated institution

Purpose By implementing Directive (EU) 2015/849 of the European Parliament and of the Council of May 20, 2015, the Polish legislator decided to pass the Act of 1 March 2018 on counteracting money laundering and financing of terrorism (AML). In connection with it, many interpretative doubts have arisen. The purpose of this paper is to explain one of them, namely, to indicate whether the provision by a company of a registered office for economic activity to another company from the same capital group means that the company granting its headquarters has achieved the status of an obligated institution pursuant to Article 2 section 1 point 16 letter c) of AML. Design/methodology/approach This study is based on a grammatical, systemic and functional interpretation. It is enriched with national and supranational regulations, doctrinal considerations and current jurisprudence. Findings On the basis of the conducted analysis, the author concludes that providing a headquarters to another company from the same capital group may mean meeting the conditions of an obligated institution within the meaning of Article 2 section 1 point 16 letter c) of AML and obtaining by the company providing the registered office the status of an obliged entity. Originality/value This paper contributes to the clarification of the AML interpretation problem. Adopting a similar approach when analysing other obligated institutions may positively influence the consolidation of the correct interpretation path of AML regulations.

3 Between Presentation and Hearing

The chapter discusses the various processes between presentation and hearing of a winding-up petition. A winding-up petition must be served in accordance with the Insolvency Rules 2016 (IR 2016). Service is the responsibility of the petitioner and will not be undertaken by the court. If service of a petition to wind up a registered company is not to be on the company’s solicitor, the petition must be served at the company’s registered office, if it has one. Other methods of service at the registered office are not permitted. A winding-up order made on a petition that has not been served is fundamentally defective and will normally be set aside. The court can properly refuse to set aside the order only if there is no prejudice to the company or a third party. If an order is made and service is affected under the order, a sealed copy of the order must accompany the certificate of service. The present rules make wider provision for service than previous rules did.

3. Registration

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure at Companies House, such as a company’s separate corporate personality (which is highly artificial), its members, shareholding, directors, secretary, name, constitution and its registered office and domicile. To deter misuse of companies, the registration process involves disclosing much information about a company which is then available for public inspection. This process of public disclosure continues throughout a company’s existence.

Transparency

This chapter discusses the obligations imposed on companies and their officers to provide information about the company, other than accounts. Information about a company’s constitution, membership, officers and finances must be provided to Companies House, which makes the information available for inspection by anyone at its website. Much of that information must also be made available for inspection at the company’s registered office or an alternative inspection place. Some other information, including directors’ service contracts, must be kept available for inspection by the company’s members at its registered office or inspection place. Any company must identify itself by its registered name at its registered office, inspection place, and places of business. Further identifying information, including its registered number, must be given on business letters, order forms and websites. The chapter discusses the general rules on disclosure and how they are enforced.

Z problematyki utraty i odzyskania uprawnień zakładowej organizacji związkowej

On the loss and recovery of the rights of a trade union organization The provisions of the Trade Union Act of 23 May 1991 concerning the loss and regaining the rights of a company trade union organization generate numerous interpretative doubts. The author analyses issues concerning the trade union organization’s failure to comply with the obligation to provide the employer with information on the number of its members, the trade union organization’s failure to timely submit an application to the labor court with jurisdiction over the employer’s registered office to establish the number of its members as at the last day of the six-month period, and the organization’s restoration of its rights as a result of the submission of an application to establish the number of its members. The author also draws up de lege ferenda postulates concerning the clarification of specific regulations, which should result in avoiding paralysis of the legitimate exercise of trade union rights and privileges by a trade union organization.

EU Freedom Of Establishment And The Theories Of Incorporation In The Context Of Free Movement Of MNEs

The creation of a single market with no internal borders where free mobility is guaranteed is one of the main goals of the European Union. Accordingly, along with certain fundamental freedoms, Treaty on the Functioning of the European Union (TFEU) provides the right of establishment for nationals as well as companies in a territory of another Member State. Accordingly, a decentralized nature of multinational enterprises (MNEs) involves various cross-border operations. The aim of this paper is to explore to what extent these transnational objectives of MNEs can be achieved under the freedom of establishment principle of EU law and incorporation theories of Member States. Firstly, it analyzes different scenarios of company mobility such as transfer of registered office or real seat and transnational mergers. Secondly, it examines the freedom of companies to choose legal forms of their cross-border establishment. Finally, it evaluates the most recent judgment in Polbud case in the light of decisions made in previous cases.

Foreign Investment Control Regime in Slovenia – One Step Over the Edge

After a relatively liberal period for foreign direct investment in the Republic of Slovenia, the enactment of the Act Determining the Intervention Measures to Mitigate and Remedy the Consequences of the COVID-19 Epidemic in May 2020 ushered in a significant change. It is not entirely clear why the government, while drafting the bill, decided to place the regulation of control over foreign direct investment under the intervention measures law, which addresses the consequences of the epidemic. A substantive analysis of the new arrangements for screening and controlling foreign direct investment reveals that the legislation was not carefully drafted. The definition of basic concepts and validity of the unique system for persons from the EU member states are already controversial. The Act is awkwardly drafted in terms of specifying a direct capital investment in the form of acquiring a share in a company with its registered office in the Republic of Slovenia. The conditions and procedure for revoking the consent authorising foreign direct investment are poorly regulated. Additionally, interpreting the Act to mean that the revocation of foreign direct investment can also be applied to foreign investments made before it came into force, that is, with a retroactive effect, is extremely controversial.

Italian supreme court ruling on the criteria to apply corporate liability: an overview of the implications for foreign financial institutions operating in Italy

Purpose To analyze the Italian Supreme Court decision (case no. 11626/2020) and its potential implications for foreign financial institutions operating in Italy. Design/methodology/approach This article provides firstly a brief description of Decree 231/2001 and of its application to financial institutions, then a description of the Italian Supreme Court decision and, lastly, a set of inputs to foreign financial institutions operating in Italy. Findings Following the decision under review, where the further conditions set out in the Decree 231/2001 are met, entities are liable under the same Decree when a relevant offense occurs in Italy – or there is Italian jurisdiction – regardless of their nationality, the localization of their registered office, the place where they predominantly carry out their business or whether there are rules governing the same matter in the State of origin. Practical implications Following the decision under review, foreign financial institutions operating in Italy should adopt and implement the control measures required by the Decree 231/2001 in order to avoid incurring the relevant sanctions. Originality/value This is an analysis of the potential practical implications for foreign financial institutions operating in Italy of a decision issued by the Italian Supreme Court that may also provide useful advice to mitigate the potential risks linked to it.

Perlindungan Hukum terhadap Kreditur Pemegang Jaminan Fidusia yang Dipindah Tangankan

This research was conducted based on fiduciary guarantee of execution provided for in Article 29 of Act No. 42 of the year 1999 about Fiduciary Guarantee stating that the fiduciary guarantee execution can be carried out by means of the execution of the title eksekutorial, the distribution of sale through the society, or sale under the hand with the consent of both parties. However, in practice when it will do the execution of fiduciary guarantee, guarantee that turned out to be transferable and controlled by third parties without the consent of the borrower. Formulation of the problem in this study was 1. The requirements are to be met by the lender in order to have the power of doing execution in granting credit Guarantee Chattels? 2. How is the legal protection for the lender that guarantees Fiduciary transferable? The purpose of the research to know the procedure of obtaining legal protection for holders of a Fiduciary which is transferable. The theory is a theory of legal certainty and the protection of the law. This type of research approach with normative approach legislation and the approach to the case. The first discussion about the terms of execution of fiduciary guarantee and second set of laws regarding a lender to Fiduciary redirected. The result of the research showed that if not created by notariil and registered office at Fiduciary, then their execution procedures can only be done with the setting of the ruling of the District Court. Procedures and procedures binding guarantee of fiduciary fiduciary registration procedures on Fiduciary Office, are not set or are not found in detail in the Law Number 42 Year 1999.

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