The Scope of the Companies' Right of Establishment and Cross-Border Conversions After the Polbud Decision

GÜREL M.

ANKARA AVRUPA CALISMALARI DERGISI-ANKARA REVIEW OF EUROPEAN STUDIES, vol.17, no.2, pp.279-315, 2018 (ESCI) identifier

  • Publication Type: Article / Article
  • Volume: 17 Issue: 2
  • Publication Date: 2018
  • Journal Name: ANKARA AVRUPA CALISMALARI DERGISI-ANKARA REVIEW OF EUROPEAN STUDIES
  • Journal Indexes: Emerging Sources Citation Index (ESCI), TR DİZİN (ULAKBİM)
  • Page Numbers: pp.279-315
  • Keywords: Freedom of establishment, cross-border conversion, transfer of seat, registered seat, real seat, FREEDOM, MOBILITY, LAW
  • Ankara University Affiliated: Yes

Abstract

The CJEU in its recent Polbud judgment (25.10.2017, C-106/16) stated that a company, transferring solely its registered office to another Member State, may invoke the freedom of establishment against the Member State of origin, even if it does not pursue any genuine economic activity in the host Member State. In this paper after a brief explanation of the concept of conversion, the Court's judgments on the right of establishment of companies is summarised. The Vale and Polbud decisions and the effects of these decisions are explained in detail. Lastly the effects of Polbud decision to the Commission's "Proposal for a Directive amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions" is briefly analyzed.