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In the widely remarked-upon Centros case in 1999, the European Court of Justice held that a shell corporation in England expresses a company’s freedom of establishment as protected by primary law. Increasingly since then, companies have been established in Great Britain that then engaged in business solely in Germany. According to the conventional company seat principle in Germany, this would have meant that such companies cannot be recognized in Germany as having legal personality. Germany’s Federal Court of Justice later developed what has become known as the modified company seat principle, according to which such companies can be recognized as having legal personality. Their shareholders risk the loss of limited liability, however, as companies are re-categorized as partnerships with legal personality if their registered office according to the articles of association differs from their seat of management. Following the European Court of Justice’s prevailing case law on bogus foreign companies from other EU Member States, German case law has since gone over to what is termed the establishment theory. As a general rule, however, German international company law continues to apply the company seat principle to companies from third countries.
The UK’s imminent exit from the European Union presents a challenge to legal relations. How are British companies whose seat of management is in Germany or another continental country to be treated in future?
To explore these issues, this doctoral thesis looks at the background of international company law in Germany sketched out above, taking into account European Court of Justice case law and recent discussion in legal policy on harmonizing international company law across Europe. The thesis then goes into the various exit modalities and the concomitant effects of Brexit on how British companies are recognized under current law. Assuming that the UK will leave the European Union outright, the thesis provides practical recommendations for action to those affected and for future legislation.
keywordsAustritt Brexit Britische Gesellschaften Deutschland England Europa Gesellschaftsrecht Grenzüberschreitender Formwechsel Grossbritannien Internationales Gesellschaftsrecht Internationales Privatrecht Isolierter Satzungssitzwechsel Kapitalgesellschaften Limited Modifizierte Sitztheorie Statutenwechsel Übergang zur Gründungstheorie Vereinigtes Königreich
Ihr Werk im Verlag Dr. Kovač
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