The transfer of a company's registered office
Author | : Thomas Coleman |
Publisher | : |
Total Pages | : 10 |
Release | : 1958 |
Genre | : |
ISBN | : |
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Author | : Thomas Coleman |
Publisher | : |
Total Pages | : 10 |
Release | : 1958 |
Genre | : |
ISBN | : |
Author | : Emanuela Matei |
Publisher | : |
Total Pages | : 0 |
Release | : 2013 |
Genre | : |
ISBN | : |
The decision in Daily Mail has come as a result of the resolution of the Member States to endorse a plurality of national legal solutions in the field of tax and corporate laws. The free movement provisions must be understood against this background and keeping in mind that no matter which “interface program” is to be used the system as a whole, i.e. the internal market, must be effective and coherent. The term “interface program” is used here as a metaphoric representation for the set of rules enshrined in national tax and corporate legislation that stipulate conditions for the entry and exit of companies. Among the exit conditions, the liquidation or winding-up of companies as a prerequisite for the cross-border transfer is the most radical one. It's the main pursuit of this study to scrutinize the legality of liquidation in relation to cross-border movement of companies, which presupposes a change of the applicable law. Once a company is lawfully established in the State of origin and its transformation into a company governed by a different national corporate law is allowed by the State of destination, the movement represents a matter falling within the scope the Article 49 TFEU. Implicitly any restrictions imposed on the movement will be subject to the Treaty provisions. The present study makes the distinction between the conditions imposed by the State of destination, which concern rules on company transformations under the national laws and the ones imposed by the State of origin on an emigrating company. The first set of conditions falls within the State competence to determine the formal requirements necessary for the acquirement of legal status under the domestic laws, while the second set of conditions can only be applied in order to preserve the protection of rights originating before the transfer. The liquidation belongs to the latter set of conditions and according to the findings of this study, even if it is not generally excluded, the application of such restriction in a specific case would be rarely, if ever, found to be proportionate and its lack of proportionality will render it illegal under the Union law.
Author | : Jérôme Vermeylen |
Publisher | : OUP Oxford |
Total Pages | : 1587 |
Release | : 2012-03-29 |
Genre | : Law |
ISBN | : 0191630993 |
The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.
Author | : Gert-Jan Vossestein |
Publisher | : |
Total Pages | : 13 |
Release | : 2010 |
Genre | : |
ISBN | : |
Rather unexpectedly, the process for the adoption of the Fourteenth Company Law Directive on the cross-border transfer of the registered office was recently suspended. This paper discusses the Commission's change in policy. The author examines the Community's competence to adopt a Directive on seat transfer as well as the position of the European Parliament with regard to such a directive. The Commission's reasons for not submitting a proposal for the directive are part of the elaboration. An examination of the economic benefits of the Fourteenth Directive also follows. The Cartesio case, currently pending before the European Court of Justice, is analysed in this respect. The author concludes that the motivation the Commission provides for not submitting a proposal for a fourteenth Directive is not convincing and he states that a Directive on seat transfer should be adopted after all.
Author | : Frank Dornseifer |
Publisher | : Walter de Gruyter |
Total Pages | : 928 |
Release | : 2009-04-27 |
Genre | : Law |
ISBN | : 3866537239 |
“Daily Mail”, “Centros”, “Überseering” and “Inspire Art”: The ECJ has triggered by applying the principle of freedom of establishment step by step the competition between EU corporate legal systems. Entrepreneurs and investors within the EU now can choose between the various corporate legal forms of the various member states when deciding where and how to carry out their business. “Corporate Business Forms in Europe” is the first compendium including a review and description of the most important types of corporate business forms (i.e. public/private limited liability companies and variations thereof) in the newly enlarged Europe. In particular with respect to the proposed directive concerning the transfer of the registered office of a company from one member state to another under perpetuation of its legal capacity this compendium becomes an indispensable reference book for investors/businessmen, lawyers and students providing practical information starting with the formation and ending with the winding up of the various types of corporate entities presented. The team of authors comprises lawyers and professionals from the various countries concerned with a profound background in corporate law.
Author | : Stefania Bariatti |
Publisher | : Bloomsbury Publishing |
Total Pages | : 1676 |
Release | : 2011-04-13 |
Genre | : Law |
ISBN | : 1847317634 |
Since the Amsterdam Treaty of 1997 empowered the EC to adopt rules in the field of conflicts of laws, legal instruments have been adopted that provide common rules on issues that touch upon the day-to-day life of European citizens. There are now instruments covering jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, family matters and maintenance obligations, and the law applicable to contractual and non-contractual obligations, legal separations and divorces. There is also legislation establishing swift procedures for recovering claims abroad, ie the European Enforcement Order, the European Order for Payment Procedure and the European Small Claims Procedure, and legislation regulating cross-border insolvency proceedings and judicial assistance in the field of service of documents, taking of evidence and access to justice. This long list of EU legislation is not exhaustive of EU conflicts of laws rules: numerous further provisions are scattered among other EU legislation, eg directives on consumer, labour and insurance contracts; company law; IP rights; securities; privacy; and so on. Besides this the European Court of Justice has issued many judgments addressing relevant aspects of the conflict of laws found in the acquis communautaire in this field. This book, which assembles all the relevant EU legislation and ECJ decisions in one place, provides a guide to the maze of legal instruments now in place, supplemented by brief commentaries identifying the leading principles and anticipating future developments. This title is included in Bloomsbury Professional's International Arbitration online service.
Author | : Herbert Smith Professor of Law Piet Eeckhout |
Publisher | : Oxford University Press, USA |
Total Pages | : 779 |
Release | : 2010-02-25 |
Genre | : Language Arts & Disciplines |
ISBN | : 0199571252 |
Now in its 28th year, the Yearbook of European Law is one of the most highly respected periodicals in the field. Featuring extended essays from leading scholars and practitioners, the Yearbook has become essential reading for all involved in European legal research and practice. This year's issue includes a special symposium on the recent Kadi case in the European Court of Justice, with contributions by Giorgio Gaja, Christian Tomuschat, Enzo Cannizzaro, Riccardo Pavoni and Martin Scheinin.
Author | : Stephan Rammeloo |
Publisher | : Oxford University Press, USA |
Total Pages | : 404 |
Release | : 2001 |
Genre | : Business & Economics |
ISBN | : 9780198299257 |
This text provides discussion of the principle of freedom of establishment and focuses on the key issue of determining where a corporation has its 'seat' for legal purposes.
Author | : Gert-Jan Vossestein |
Publisher | : Kluwer Law International B.V. |
Total Pages | : 314 |
Release | : 2010-01-01 |
Genre | : Law |
ISBN | : 9041125922 |
This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
Author | : Dennis Campbell |
Publisher | : Kluwer Law International B.V. |
Total Pages | : 560 |
Release | : 2009-12-01 |
Genre | : Law |
ISBN | : 9041128018 |
With this edition of the Comparative Law Yearbook of International business, experienced practitioners examine a wide range of issues relating to corporate and investment law in Taiwan, Serbia, Switzerland, Japan, Greece, Germany, and the European Union, deal with franchising issues in Ukraine, Spain, Italy, and the review aspects of Internet governance and liability. In the Miscellaneous section of the Yearbook, practitioners review bankruptcy and insolvency in Arab countries, employment of expatriates in Nigeria, exchange controls in Venezuela, regulation of natural gas markets in Greece, and insurance mediation in Spain.