Abstract
Cross-border company migration in Europe. It is contrary to the Eleventh Council Company Law Directive to impose on the branch of a company formed in accordance with the laws of another Member State disclosure obligations not provided for by that directive. It is furthermore contrary to Articles 43 EC and 48 EC to impose on the exercise of freedom of secondary establishment of such a company certain conditions provided for in domestic company law in respect of company formation relating to minimum capital and directors' liability. Even if a company carries on its activities exclusively or almost exclusively in another Member State than where it has been duly set up, it may not be deprived of the right to invoke the freedom of establishment guaranteed by the EC Treaty save where the existence of an abuse is established on a case-by-case basis.
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