Since the end of World War II, the countries of Europe have worked toward increasing their level of integration to foster peace and economic expansion. The institutions that constituted the ‘European Union (EU) have continuously increased and strengthened their authority as member states have ceded more and more decision-making power to the union.’[1] This trend can be attributed to the fact that the EU has been given more and more ability to make decisions hence necessitating the establishment and the use of certain governing laws. This paper addresses the contradiction between the principles of “incorporation” and “company seat,” both establishing the regulations that apply to a company operating within the European Union. The paper will also critically discuss the topic regarding the causes of such a disagreement and the pertinent case law.
The incorporation concept is a constitutional doctrine that holds that the first ten amendments to the United States Constitution, generally referred to as the Bill of Rights, can be made relevant to the states by way of the due process clause in the fourteenth amendment. The term “incorporation” refers to the situation’s substantive and procedural aspects. Before the doctrine was developed and the Fourteenth Amendment was ratified, the Bill of Rights was solely applicable to the federal government and to legal proceedings in federal courts. The individual states and the courts within those states had the option to pass legislation analogous to those passed, but they were not required to do so. Following the adoption of the Fourteenth Amendment, the Supreme Court began to support a method known as “selective incorporation.” Instead of adopting an amendment in its entirety all at once, the Supreme Court may choose to only adopt particular portions of certain amendments through a process known as selective incorporation. Some people believe that the Privileges or Immunities Clause is a more appropriate textual basis for the incorporation of the Bill of Rights than the Due Process Clause is; ‘however, because Slaughter-House Cases dealing with this clause are surrounded by controversy, the majority of the court does not support this theory.’[2] It is important to remember that the Ninth and Tenth Amendments have not yet been included, and it isn’t very certain that they will be adopted in the foreseeable future. The wording of the Tenth Amendment directly interacts with state law, but the Ninth Amendment is rarely relied upon by the Supreme Court when making decisions about individual cases.
In European company law, the question of whether or not it is permissible to relocate a firm’s headquarters has been contentious for many years. Even though the topic was specifically included in the European Treaty, experts have not been able to agree on a practical solution. Additionally, national company law has not been able to provide appropriate remedies in the majority of states. This is a problem. Companies could not enjoy the same freedom of movement as natural persons as a direct result of this, despite the Treaty specifically acknowledging the equality of the two types of entities.
It might come across as surprising that something as seemingly little as the shifting of the seat should cause so much ill will and even hostility between people. The topic needs to be set against the backdrop of the fundamental gulf that separates the company legal systems of Europe. This chasm is known as the “Incorporation theory” on the one hand and the “Real seat theory” on the other. Both of these theories are recognized to be at odds with one another. The first technique begins with social and economic reality and applies its legal order to all entities effectively directed from within its region.
On the other hand, the second technique attaches a company to the jurisdiction in which it has been incorporated so that the Company may establish whatever activities it exercises in other states without losing its original status. The first theory recognizes all foreign legal entities according to the rules applicable in the state of origin, whereas the second theory refuses to recognize companies that claim to belong to another jurisdiction that is not one in which their real seat of operation is established. The first theory recognizes all foreign legal entities according to the rules applicable in the state of origin. Wherever there is a matter of international activity, such as a cross-border merger or cross-border transfer of a company’s headquarters, there is bound to be heated debate, and where there has been no movement toward harmonization for decades.
If no significant political interests were at stake in Europe, the legal issue’s technical discussion would not generate as much controversy as it already does. In this regard, there are a few different aspects that should be emphasized. Some of the arguments pertain to the debate that has been going on between the two ideas that have been mentioned, while others address the issue of the cross-border merger or the issue of cross-border transfer of the seat in a more direct manner. Once a decision regarding the Company’s legal structure has been made, it can be kept unchanged for the duration of the business’s existence thanks to the incorporation theory, which permits the founders of a company the freedom to select the legal framework they consider to be the most appropriate. Regardless of the state where the Company’s operation is most actively being carried out, it is possible to ascertain its legal status. Therefore, other states must integrate this “alien” element into their social fabric to maintain stability.
It is said that the incorporation technique makes it easier to create companies that are little more than post office boxes, which in turn helps to locate significantly – and often rather controversial – transactions in companies that are more or less fictitious and are located in far-flung locations. It is possible that unhealthy practices will follow, which is made more likely because the incorporation strategy is frequently used in jurisdictions that are regarded as tax havens. Real seat systems are therefore more focused on exercising stringent control over the organizations that function within their sphere of authority. ‘These countries are going to refuse these firms, either by disqualifying them or submitting them to their legal order, even though the company is actually being run from within their own territory.’[3] It is not uncommon for incorporation systems to proactively make changes to their procedures in order to mitigate the risk posed to their credibility. For example, new legislation might be enacted for “quasi” or “formally foreign firms.
The concept of “legal arbitrage” has continuously served as the primary focal point of this discussion. Some legal systems will be favored because they tend to what is viewed as a lower level of regulation and, as a result, less protection of the many interests that are involved. This can be accomplished by selecting a legal regime tailored to the founders’ needs (shareholders, creditors, employees). The specter of a “race for laxity” is presented as a possible outcome. Although it is impossible to avoid this kind of rivalry when the Company is just starting, it is possible to exercise far more control over it as time progresses because of this typically negative sentiment about enabling businesses to relocate themselves into a different legal system.
It has yet to be demonstrated and is widely regarded by many as a very debatable topic, whether rivalry between business law systems or regulatory systems in general solely results in bad repercussions. On the other hand, legislators and regulators view it as a clear and present danger to their work in the legislative process. The controversy has been centered in some quarters on the particulars of national company law, specifically the following question: would a cross-border transfer of the seat not harm the fundamental – and hard-fought – features of national company law, such as the German or Dutch co-determination law, or the German law on groups of companies?
When legislators are up against the competition, it will be difficult for them to enforce the laws they pass effectively. Voices will be heard in favor of engaging in harmonization, which, if successful, would be equivalent to placing a floor beneath the competitive pressures. In Europe, anti-competitive behavior of this kind has occasionally been accomplished through harmonization. Tax issues are also at the basis of the antipathy that exists toward the emigration of firms: if the jurisdiction permits companies to have their seat relocated, valuable tax content may look for a location with more favorable tax conditions. As a result, most judicial systems levy significant charges on individuals who exit their jurisdiction.
Remarkably, this argument has surfaced with considerable enthusiasm on multiple occasions during the development of European business law. ‘The now-historical and ultimately fruitless effort, made in a draft of Treaty in 1968,’[4] to secure some reciprocal recognition of enterprises founded by one of the then-six member-states served as a warning for later developments.
The problem tainted the conversation about the cross-border merger and the subsequent conversation about the cross-border transfer of the seat. In addition, it played a significant role in the process leading up to the Statute for a European Company.
For many years, no progress has been made in resolving the issue. The proposed Treaty from 1968, which dealt with recognizing corporations hailing from other member states, became pointless due to the recognition obtained in practice. But any forward movement on the Tenth Directive concerning international mergers was halted, ostensibly out of concern that the German co-determination regime would be weakened. The Commission came up with a proposal for a draft directive on the international transfer of the seat, but the discussion on this topic was never allowed to progress to a more advanced stage.
The precedent set by the European Court of Justice case law has resulted in the implementation of structural adjustments. It is becoming increasingly obvious that the traditional legal system places a considerable cost on the mobility of enterprises within Europe and acts as a drag on the competitiveness of Europe’s overall economy. In several instances, the link between the principles of free establishment outlined in the Treaty and the national company law standards has been tested.
‘In the first case, which was referred to as Segers’[5], the Court concluded that a Dutch social security organization could not lawfully refuse to grant social security benefits to the director of a company that had been incorporated in the UK but conducted all of its operations in the Netherlands. This was based solely on the fact that the employer company had its registered office in the UK. It was believed to violate article 58, now article 48, to apply a different regulatory framework for companies based on whether or not their headquarters were located in another member state.
In a second significant case, ‘which was known as the Daily Mail case,’[6] the Court appeared to have frozen the issue of the cross-border transfer of a seat: when confronted with the vast differences between the national legal systems, the Court was of the opinion that this was not an issue that could be resolved under the ‘Community law rules on the liberty of establishment, but rather had to be dealt with by future legislation or conventions.’[7]
In the third case, Centros,[8] ‘concerned with a cross-border transfer of a seat through branc establishment by a UK firm into Denmark.’ This case dealt with the issue more clearly and concisely. The decision of the Danish authorities to impose stricter requirements, as applied to Danish companies, on a company based in the United Kingdom was deemed incompatible with the freedom of establishment by the Court. This was the case even though the Company in question did not have a principal place of business in the United Kingdom and instead conducted most of its business out of its office in Denmark.
In the most recent and fourth decision, Überseering[9]The Court once again utilized the norms on freedom of establishment to determine that German law refusing to recognize a Dutch business that had shifted its center of administration to Germany lacked legal standing and was therefore unenforceable. More litigation is on the horizon, as the Amsterdam tribunal has requested a preliminary judgment on whether or not Dutch law on Formally Foreign Companies violates the freedom of establishment. To the extent that these corporations engage in little more than formal activity outside the Community, the Court is likely to raise objections.
To transfer the “seat” of the Company is legally meaningless in jurisdictions that adhere to the incorporation theory of business organization. The state where the Company was initially incorporated and maintained its registered office continues to exercise jurisdiction over the business. A company can change its registered office within the jurisdiction in which it was initially formed by submitting paperwork to the Company’s registrar that all of its directors have signed.[10] Emigration needs to be effectuated by a charter revision, which will not be “authorized” by the Dutch Ministry of Justice[11]. Under Dutch law, a transfer of the seat to a location that is physically located in another country is not recognized. The same is true for a decision about “immigration.”[12]. The law that governs conflicts of laws in relation to corporations in the Netherlands states that it will recognize transfers of the seat that take place in a third country, but only to the extent that both the exit state and the entry state recognize the corporation’s continuing legal existence[13]. This provision is included in the Dutch law that governs conflicts of laws concerning corporations. Concurrently, mergers that span international borders would be deemed impossible.
Danish law may take a similar stance on the matter: on the one hand, article 4, section 2 of the ‘Danish Companies Act mandates that the articles of organization must state the municipality in this nation is where the business should be situated (head office)’.[14] This is interpreted as establishing the incorporation theory, as the head office specified in the Articles would define the relevant law for purposes of private international law. Consequently, this is read as establishing the incorporation hypothesis. Therefore, relocating the “siège réel” would not result in the organization’s dissolution. A corporation is free to establish an operational seat or residence.[15] In another jurisdiction without risking dissolution of the firm or any other consequence. This freedom comes with some responsibilities, however.
On the other hand, as was evident from the case reported in the Daily Mail, the “emigrating” corporation might first be urged to settle its accounts with the relevant tax authorities.
A firm that migrates to a new country will never be exempt from the legal requirements of the original jurisdiction in which it was established. Incorporating a business allows it to continue operating under the rules of the law that were established when it was first established. This is one of the most significant advantages of the process. ‘Even if a company only operates in another country, the laws of the jurisdiction in which it is headquartered will still apply.’[16]
On the other hand, an emigrating firm that establishes a seat in a country that adheres to the incorporation theory will not be affected by UK company law. One example is a French company that transfers its seat to the UK. If it is determined that this corporation has moved its “actual seat” out of France, it runs the risk of becoming “apatride,” a concept that is difficult for most people to accept. As will become clear in the following section, Italian law has presented arguments in favor of the continued application of Italian law. Additionally, certain “general interest” reservations will be applicable, ‘such as a regulation number.’ [17]for insolvency. Based on “fraus legis,” an available reservation was debated in Dutch legal theory.
The idea that a business could move its operations to a different jurisdiction is crucial to any conversation regarding charter industry competitiveness. According to the incorporation hypothesis, a company generally is not allowed to change the laws of the jurisdiction under which it was originally founded. Nevertheless, according to the American idea of incorporation, a company might make itself subject to the jurisdiction of another state by merging into a company that was created in the jurisdiction to which it wants to emigrate and become a subsidiary of that firm. Therefore, mergers that occur across international borders are a key instrument in fostering competition amongst jurisdictions.
Real seat jurisdictions, also known as “Siège réel” jurisdictions, are fundamentally based on the concept that the firm should have a real link with the state of whose legal system it claims application. Real seat jurisdictions are also known as “Siège réel” jurisdictions. In the event that such a connection does not exist, the firm will not be permitted to qualify under its jurisdiction. For example, enterprises that sell letter boxes are requalified under the jurisdiction of their “siège réel.” The actuality prevails above the formal legal structure. Because of this, the relocation of the seat ought to be permitted, provided that the “siège réel” is moved to a different jurisdiction. Aside from concerns regarding taxes, most countries do not permit the seat of government to be moved and instead require the organization’s dissolution.
The law of Belgium is fascinating to study because it has cases that deal with both immigrating to and leaving the country. The Lamot[18] ‘case is often seen as the most significant legal decision regarding immigration.’ The following is a basic outline of the situation: In 1927, when the tax climate in the United Kingdom was more favorable for business, Lamot limited was formally organized as a limited liability company in the United Kingdom. During the annual general meeting that took place in 1932, the family concluded that the seat should be moved to Belgium. ‘At the time, the legislation in Belgium stated that it was impossible to form a limited liability corporation after more than thirty years. [19]. As a result, the issue at hand was determining whether or not the corporation was still operational in 1962, the year in which its lifespan had been extended by an additional thirty years. Around that time, a dispute developed amongst the shareholders, who turned out to be the Lamot brothers. One person contended that the firm had been terminated since it had passed its expiration date in 1957. The opposing party maintained that the Company had been continued under Belgian law and that Belgian law became applicable as of the seat transfer, which resulted in the firm’s existence being lawfully extended after 1957. The issue was brought before the Court of Cassation, which came to the following conclusion:
The business that has its “siège réel” in ‘Belgium needs to be recognized as a Belgian corporation as of the day that it moved its seat to Belgium. The law’[20] It does not distinguish between companies founded in Belgium and those whose seat is transferred to Belgium; it stipulates that both types of businesses should be classified as Belgian. When the corporation moved its headquarters to Belgium, Belgian law did not include a regulation proclaiming that the Company had lost its status as a legal person because of the move.
Nothing would prohibit this corporation from being recognized as a company based in Belgium and from enjoying all of the rights of having a legal entity in its own right. The Court added that the firm should fulfill the requirements to be recognized as a Belgian corporation, such as those about the type of Company involved58. As a result, it may need to revise its articles of association in order to bring them into compliance with Belgian law, although this would not involve changing any of its fundamental characteristics.
Insofar as Belgian law is concerned, the transfer of the seat takes place without interrupting the corporate personality, provided that the move may have been resolved properly under the laws of the United Kingdom. Because this rule has been technically framed in a wording that indicates that it is a condition for the Company’s existence rather than for its lawful formation, the limitation on the duration of a company is a provision of Belgian law that applies only once the Company becomes subject to Belgian law. This provision of the law only applies once the Company becomes subject to Belgian law. As a result, the restriction on its lifespan does not affect the existence of the legal person in and of itself; rather, it only influences the existence of the legal person within the legal order of Belgium. Because of this, the Company continued to operate even after 1957.
After making this conclusion, there are still a few open topics of contention, including One of the questions that need to be answered is whether or not the corporation ought to conform to the company legislation of Belgium and, if so, in what form. It makes sense that rules of Belgian company law that are obligatory should also apply to this Company; technically speaking, this should not require a change to the charter; however, in practice, one can see how challenging it would be to allow a company with UK articles of association to function without adaptation to Belgian law. The Lamont rule is predicated on the assumption that the home state and the host state permit the transfer of a seat.
‘Does the same principle apply when a company closes its doors or moves to a new location? This point has been the subject of vigorous discussion.’[21] The Lamot decision is based on the presumption that the seat transfer is permitted under the home state. However, this was not an issue under the law of the United Kingdom. However, just because that is the case does not mean that the Company will inevitably move outside.
A ruling handed down in a dispute involving administrative law inadvertently accepted the parallel application of the Lamot concept to an issue concerning immigration. In this scenario, another need is that the entry state must give permission for the transfer to occur within its borders. Also up for debate is whether the decision should be made by a unanimous vote or by a supermajority. In support of the latter opinion, it is sometimes cited that Belgian law permits a change in the legal form to be voted on by a qualified majority. ‘It has been determined by the Belgian Conseil d’Etat’[22]In the form of obiter dicta, no provision in Belgian legislation forbids a corporation from moving its seat to the Netherlands and that the firm does not cease to exist as a legal person due to the move. There is no requirement for dissolution. As a result, regulations comparable to those used in the Lamot case are applied to the emigration case. On the other hand, the Conseil considered that the seat transfer had been decided solely de facto by an act of the managing director and that there had been no genuine seat transfer at all.
Belgium’s law appears to take a rather permissive approach to transfer seats. The vast majority of corporations are prevented from emigrating and opting for a better world by the tax law: upon emigration, the Company is treated as if it had been dissolved, which results in tax responsibilities for any excess and any reserves that had previously been untaxed.
It is essential to emphasize that the conclusion reached by the ECJ is founded on grounds about the freedoms guaranteed by the Treaty, in particular the freedom of establishment. The case does not deal with questions of company law as such, nor does it deal with issues of conflict of law; yet, the case does have a certain importance for matters dealing with business law. The Treaty’s freedoms obligate member states to abolish any rules that would restrict those freedoms unless the restriction would be based on the four well-known criteria of the “general good clause.” This is the case even if the restriction would be based on the good general clause. It is impossible to continue to enforce rules that restrict access in the event of a seat transfer to the degree that doing so would limit the ability to establish oneself.
Because the case is only founded on the freedom provided by the Treaty, the only relationships at issue are those that take place across EU member state borders. How individual member states handle their citizens, particularly the decision of whether or not to bestow legal personhood (or to withhold it), is consequently a matter of national discretion.[23] The following types of legal entities will be able to take advantage of the liberties guaranteed by the Treaty: Article 48 stipulates that “businesses and firms” that have a registered office, central administration, or principal place of business located inside the territory of the Community are eligible for the privilege. Whether a company or firm should be regarded as the recipient of Community privileges should be decided on a national level. It is the responsibility of national legislation to determine whether or not a particular type of Company should be regarded as a separate legal entity and, consequently, as a citizen of the Community. Article 48 clarifies that it applies “to corporations and firms incorporated in accordance with the law of a Member State.”
In this regard, substantial differences exist among the member states, particularly insofar as partnerships and other companies of similar nature are concerned: although their members may be held liable for legal wrongdoing, partnerships and other companies of similar nature are regarded as full legal persons in some member states, while in others, legal personality is denied, and in a third group, an intermediate situation has been adopted. Because the law of the Community does not contain any rules about the issue, it will follow the legislation of the individual countries and only provide Community privileges to those businesses that have been given legal personality in accordance with the laws of the individual countries that are applicable. It is possible to draw a connection between the second of the Court’s holdings in the Überseering case and the need that the law of the state in which the corporation was created be applied when addressing this subject. It has been decided that “articles 43 and 48 compel the host state to recognize the legal capacity and consequently the power to be a party to legal proceedings which the company enjoys under the legislation of its state of incorporation”. The International Court made this decision of Justice.
According to the incorporation technique, businesses are not permitted to alter the legal system that applies to them. The firm will always be subject to the legal regime under which it was incorporated, even if activities are carried out in a different country or if the real administration center is moved to a different location within the same country. This is the problem of the Daily Mail: the firm did not try to change its legal regime and couldn’t do so, but it did want to become subject to the Dutch tax regime by placing its center or administration in the Netherlands. Therefore, the Daily Mail is not a case that pertains to the transfer of the seat, as well as changes that occur across borders in legal companies’ legal regimes. It does not cross any borders and does not raise any concerns regarding recognition by another state.
This analysis also sheds light on the distinction between traditional legal systems and those that adhere to the technique known as the “situation actual.” In the latter case, a seat transfer would result in the applicable legal regime transfer, provided that both jurisdictions adhere to the technique known as the “situation actual.”
It is possible to draw the following conclusion from this initial examination of the rules governing seat transfer: this strategy has the potential to be one of the appealing aspects of the SE statute. Namely, businesses can move to other states and escape the application of the company law of their home state, provided that they have first chosen to operate under the SE regime. It is up for debate now whether that should be considered a sufficient premise for adjusting the SE regime.
From this report, we can conclude that European company law is deeply divided when it comes to what determines whether or not a firm is subject to a particular legal regime. For example, both the transfer of the seat and the cross-border merger has been limited by various devices about company law, conflicts of law, and tax laws—this apathy shifts into hostility when the question of a change of the legal regime is implicated. The Treaty’s freedoms present significant issues for national company law, particularly its rules on conflicts of laws which must address the relationship between preexisting company law norms and the freedoms provided by the Treaty. Treaty norms should be used as a standard over those of individual countries’ corporation laws. The rationale of the Court seems to suggest that the Court will give preference to recognizing a corporation in the same form in which it is recognized in the nation of its origin. As a result, the Court leans toward but does not entirely adopt a rule that exhibits certain characteristics of the incorporation approach.
References
Art 56 Companies Code (ex art. 197) reads: “Each company which has its principal place of business in Belgium shall be subject to Belgian law even if its deed of formation was executed abroad”.
Cass., 12 November 1965, Pas. 1966, I, 336; R.P.S. 1966, 136; R.W. 1965-66, 911 concl. Adv. gen. DUMON; R.C.J.B. 1967, 397, ann. VAN RYN; F. DUMON, “Rechtsgevolgen van de overbrenging naar België van een buitenlandse vennootschap”, R.W. 1965-66, 873 e.s.; RC Dip, 1967, 606 nt. LOUSSOUARN; see also: A. DE SMET and S. FREDERICQ, “Le transfert du siège social”, Rev. Dr. Int. Dr. Comp., 1958, 147
Companies Act 2006, ‘Companies Act 2006’ (Legislation.gov.uk, 2022) https://www.legislation.gov.uk/ukpga/2006/46/section/287
Conseil d’Etat 29 June 1987, n° 28.267, T.R.V. 1989, 110, ann. LENAERTS; previously: DE SMET and FREDERICQ “Le transfert du siège social”, Rev. belge droit int. droit comp. 1958, 147; SIMONART, La personnalité morale en droit privé comparé, 1995, 443 e.s.
Davies, ‘Gower And Davies’ Principles Of Modern Company Law (Book, 2012) [Worldcat.Org]’ (Worldcat.org, 2022) https://www.worldcat.org/title/gower-and-davies-principles-of-modern-company-law/oclc/892220725
ECLE (Ecgi.global, 2022) https://ecgi.global/sites/default/files/working_papers/documents/ssrn-id384802.pdf
ETUI, ‘Daily Mail / ECJ – Case Law / Company Law And CG / Home – WORKER PARTICIPATION.Eu’ (Worker-participation.EU, 2022) https://www.worker-participation.eu/Company-Law-and-CG/ECJ-Case-Law/Daily-Mail
EUR- Lex, ‘Judgment Of The Court’ (2022) https://eur-lex.europa.eu/legal-content/HR/TXT/?uri=ecli:ECLI:EU:C:1986:308
InfoCuria, ‘CURIA – List Of Results’ (Curia.europa.eu, 2022) https://curia.europa.eu/juris/liste.jsf?nat=or&mat=or&pcs=Oor&jur=C%2CT%2CF&num=c-212%252F97&for=&jge=&dates=&language=en&pro=&cit=none%252CC%252CCJ%252CR%252C2008E%252C%252C%252C%252C%252C%252C%252C%252C%252C%252Ctrue%252Cfalse%252Cfalse&oqp=&td=%3BALL&avg=&lgrec=en&lg=&page=1&cid=128861
International Law Commission, ‘Draft Articles On Responsibility Of States For Internationally Wrongful Acts, With Commentaries’ (Legal.un.org, 2022) https://legal.un.org/ilc/texts/instruments/english/commentaries/9_6_2001.pdf
René B, and KU L (FDI and Licensing Strategies by Dutch Multinationals in Japan, 2022) https://www.researchgate.net/publication/4775389_FDI_and_Licensing_Strategies_by_Dutch_Multinationals_in_Japan
Shivam G, ‘PRINCIPLE OF INCORPORATION BY REFERENCE AND GROUP OF COMPANIES DOCTRINE: THE ARBITRATION & CONCILIATION ACT, 1996’ (Linkedin.com, 2022) https://www.linkedin.com/pulse/principle-incorporation-reference-group-companies-doctrine-goel/
Timmerman (Cite.case.law, 2022) https://cite.case.law/sw3d/154/532/9037678/
Werner (The European Conflict-of-Corporate-Laws Revolution: Überseering, Inspire Art and Beyond, 2022) https://www.jstor.org/stable/40708225#metadata_info_tab_contents
[1] Goel Shivam, ‘PRINCIPLE OF INCORPORATION BY REFERENCE AND GROUP OF COMPANIES DOCTRINE: THE ARBITRATION & CONCILIATION ACT, 1996’ (Linkedin.com, 2022) https://www.linkedin.com/pulse/principle-incorporation-reference-group-companies-doctrine-goel/
[2] CLE, ‘The Consequences Of Brexit For Companies And Company Law, March 2017’ (European Company Law Experts (ECLE), 2022) https://europeancompanylawexperts.wordpress.com/publications/brexit-and-company-law/
[3] ECLE (Ecgi.global, 2022) https://ecgi.global/sites/default/files/working_papers/documents/ssrn-id384802.pdf
[4] Eddy (Financiallawinstitute.urgent, 2022) https://financiallawinstitute.ugent.be/wp-content/uploads/2020/wps/WP2003-03.pdf
[5] International Law Commission, ‘Draft Articles On Responsibility Of States For Internationally Wrongful Acts, With Commentaries’ (Legal.un.org, 2022) https://legal.un.org/ilc/texts/instruments/english/commentaries/9_6_2001.pdf
[6] ETUI, ‘Daily Mail / ECJ – Case Law / Company Law And CG / Home – WORKER PARTICIPATION.Eu’ (Worker-participation.EU, 2022) https://www.worker-participation.eu/Company-Law-and-CG/ECJ-Case-Law/Daily-Mail
[7] EUR- Lex, ‘Judgment Of The Court’ (2022) https://eur-lex.europa.eu/legal-content/HR/TXT/?uri=ecli:ECLI:EU:C:1986:308
[8] InfoCuria, ‘CURIA – List Of Results’ (Curia.europa.eu, 2022) https://curia.europa.eu/juris/liste.jsf?nat=or&mat=or&pcs=Oor&jur=C%2CT%2CF&num=c-212%252F97&for=&jge=&dates=&language=en&pro=&cit=none%252CC%252CCJ%252CR%252C2008E%252C%252C%252C%252C%252C%252C%252C%252C%252C%252Ctrue%252Cfalse%252Cfalse&oqp=&td=%3BALL&avg=&lgrec=en&lg=&page=1&cid=128861
[9] Davies, ‘Gower And Davies’ Principles Of Modern Company Law (Book, 2012) [Worldcat.Org]’ (Worldcat.org, 2022) https://www.worldcat.org/title/gower-and-davies-principles-of-modern-company-law/oclc/892220725
[10] Companies Act 2006, ‘Companies Act 2006’ (Legislation.gov.uk, 2022) https://www.legislation.gov.uk/ukpga/2006/46/section/287
[11] Timmerman (Cite.case.law, 2022) https://cite.case.law/sw3d/154/532/9037678/
[12] WYMEERSCH Eddy, ‘Financial Law Institute’ (Financiallawinstitute.urgent.be, 2022) https://financiallawinstitute.ugent.be/wp-content/uploads/2020/wps/WP2003-03.pdf
[13] Werner (The European Conflict-of-Corporate-Laws Revolution: Überseering, Inspire Art and Beyond, 2022) https://www.jstor.org/stable/40708225#metadata_info_tab_contents
[14] Limited Liability Companies Act (Finlex.fi, 2022) https://www.finlex.fi/en/laki/kaannokset/2006/en20060624.pdf
[15] WYMEERSCH Eddy, ‘Financial Law Institute’ (n 1)
[16] Belderbos René and Leuven KU (FDI and Licensing Strategies by Dutch Multinationals in Japan, 2022) https://www.researchgate.net/publication/4775389_FDI_and_Licensing_Strategies_by_Dutch_Multinationals_in_Japan
[17] Insolvency Act, ‘Insolvency Act 1986’ (Legislation.gov.uk, 2022) https://www.legislation.gov.uk/ukpga/1986/45/contents
[18] Cass., 12 November 1965, Pas. 1966, I, 336; R.P.S. 1966, 136; R.W. 1965-66, 911 concl. Adv. gen. DUMON; R.C.J.B. 1967, 397, ann. VAN RYN; F. DUMON, “Rechtsgevolgen van de overbrenging naar België van een buitenlandse vennootschap”, R.W. 1965-66, 873 e.s.; RC Dip, 1967, 606 nt. LOUSSOUARN; see also: A. DE SMET and S. FREDERICQ, “Le transfert du siège social”, Rev. Dr. Int. Dr. Comp., 1958, 147
[19] LW927, ‘Orwell’S 1984 And The Body Of Law | Law And The Humanities LLM’ (Blogs.kent.ac.UK, 2022) https://blogs.kent.ac.uk/lawandthehumanities/2018/10/28/orwells-1984-and-the-body-of-law/
[20] Art 56 Companies Code (ex art. 197) (n 1)
[21] ETUI, ‘Daily Mail / ECJ (n 1)
[22] Conseil d’Etat 29 June 1987, n° 28.267, T.R.V. 1989, 110, ann. LENAERTS; previously: DE SMET and FREDERICQ “Le transfert du siège social”, Rev. belge droit int. droit comp. 1958, 147; SIMONART, La personnalité morale en droit privé comparé, 1995, 443 e.s.
[23] LW927, ‘Orwell’S 1984 And The Body Of Law | Law And The Humanities LLM’ (Blogs.kent.ac.UK, 2022) https://blogs.kent.ac.uk/lawandthehumanities/2018/10/28/orwells-1984-and-the-body-of-law/
write