Společnosti v mezinárodním právu soukromém. Se zaměřením na přemístění sídla společnosti v Zákoně o přeměnách

Rexová, Mária

The first chapter of my thesis defines the key terms necessary for understanding the concept of mobility of companies in the private international law. The fundamental difference between lex societatis and the nationality of company are terms which are not identical, despite their frequent confusion. It is the lex societatis which is defining for the inner organisation of the company. According to the reasoning of the Court of European Union, in the cross border transfer of the statutory seat should inevitably lead to change of lex societatis. However, in order to decide on which legal order is applicable for defining the lex societatis of a company, we have to look into the international private rules of a particular country. There are two major theories from which stem the legal orders of all member countries, the real seat theory and incorporation theory. This chapter explores their pros and cons, as well as practical consequences of their application on the possibility of cross-border transfer of a seat of a company. The second chapter of my thesis outlines relevant European Union law which lies behind the concept of cross border mobility of companies. The Treaty provisions on freedom of establishment are reviewed in the light of the Court case law. The most relevant decisions of the Court are...

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