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Cross-border Transfer of the Registered Offices of Limited Liability Companies (proposed 14th Company Law Directive)

The goal of the proposed 14th Company Law Directive is to create a mechanism for companies to transfer their place of registration to another EU Member State. Until now such an action was either not possible or required the company to be liquidated in its country of origin before it could be re-founded with a registered office in the new country. The Directive would make it possible, for example, for a German GmbH to transfer its registered office to the UK, and at the same time transform itself into a UK Ltd. That means that after the transfer of the registered office the company is organised by UK company law and no longer by German company law.

European Parliament Adopts Resolution on the Cross-Border Transfer of Registered Seats

On 2 February 2012 the European Parliament adopted a resolution making recommendations to the Commission on a 14th company law directive on the cross-border transfer of company seats.

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Commission consultation opened on the cross-border transfer of registered seats

DG Markt has started an online consultation on the cross-border transfer of registered seats as part of its new Action Plan on corporate governance and company law.

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Cross-border transfers of registered offices of companies: results of consultation

In September the European Commission published a Feedback Statement on the results of a public consultation it organized on the issue of cross-border transfers of registered offices of companies. On the issue of what provisions should be made for employee participation in the case of a transfer, 40% of the respondents favoured a solution based on the SE legislation, 20% the Cross Border Mergers Directive (CBMD), and 40% were for another solution.

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