The 14th Ec Company Law Directive on the Cross-Border Transfer of the Registered Office of Limited Liability Companies — Now or Never?

Abstract

This paper analyses two academic legislative proposals concerning cross-border company migration. A ‘European’ proposal develops a future EC Directive EC, and a more national law-oriented approach is pursued by the ‘German’ proposal. First, the outcome of a Consultation round held by the European Commission for the business world and a brief overview of EC law as it currently stands are described. The description of the legal status quo concerning cross-border company migration on the community level is followed by a brief reference to pending Case EJ C-210/06 Cartesio, which appears to offer the opportunity of a link between the EC judicature and future EC legislation. Subsequently, both academic proposals, elaborated within the ambit of the Deutsche Rat für Internationales Privatrecht, are given detailed attention. The conclusion is that with a view to Article 44(2)(g) of the EC Treaty, the EC legislator cannot abstain from elaborating a clear secondary EC law instrument in order to safeguard the justified interests of both companies and firms migrating throughout Europe and of those doing business with these entities.