International Corporate Law - Shown on the Cases of Centros, Überseering and Inspire Art
University of Applied Sciences Heilbronn, Germany
Studies: International Business & Intercultural Studies
Winter Term 2004/2005
Course International Law
"International Corporate Law
Shown on the Cases of
Centros, Überseering and Inspire Art"
Alexandra Klank
Sabrina Fährmann
IBIS 4
Content
1. Introduction 3
2. Daily Mail and General Trust PLC 4
3. Centros Ltd. 4
4. Überseering BV 5
5. Inspire Art Ltd. 6
6. Evaluation and future prospects 6
7. Sources 7
1. Introduction
The European domestic market shall comprise an area without internal frontiers. The contract between the members of the European Community ensures for every citizen of an EU-member state the free movement of goods, services, workers and capital in the European domestic market. This includes as well the freedom of establishment, regulated in art. 43 and 48 ECT.
Article 43:
"Within the framework of the provisions set out below, restrictions on the freedom of establishment of nationals of a Member State in the territory of another Member State shall be prohibited. Such prohibition shall also apply to restrictions on the setting-up of agencies, branches, or subsidiaries by nationals of any Member State established on the territory of any Member State."
Article 48:
"Companies or firms formed in accordance with the law of a Member State and having their registered office, central administration or principle place of business within the Community shall be treated in the same way as natural persons who are nationals of Member States."
Especially the founding of an affiliated company in another member state or the relocation of a company from one member state to another is regulated. But unlike the freedom of establishment for natural persons there is always a conflict with the particular corporate law of the member states. There is no unified corporate base; the corporate law differs from one member state to another.
In its most recent judicature the
Studies: International Business & Intercultural Studies
Winter Term 2004/2005
Course International Law
"International Corporate Law
Shown on the Cases of
Centros, Überseering and Inspire Art"
Alexandra Klank
Sabrina Fährmann
IBIS 4
Content
1. Introduction 3
2. Daily Mail and General Trust PLC 4
3. Centros Ltd. 4
4. Überseering BV 5
5. Inspire Art Ltd. 6
6. Evaluation and future prospects 6
7. Sources 7
1. Introduction
The European domestic market shall comprise an area without internal frontiers. The contract between the members of the European Community ensures for every citizen of an EU-member state the free movement of goods, services, workers and capital in the European domestic market. This includes as well the freedom of establishment, regulated in art. 43 and 48 ECT.
Article 43:
"Within the framework of the provisions set out below, restrictions on the freedom of establishment of nationals of a Member State in the territory of another Member State shall be prohibited. Such prohibition shall also apply to restrictions on the setting-up of agencies, branches, or subsidiaries by nationals of any Member State established on the territory of any Member State."
Article 48:
"Companies or firms formed in accordance with the law of a Member State and having their registered office, central administration or principle place of business within the Community shall be treated in the same way as natural persons who are nationals of Member States."
Especially the founding of an affiliated company in another member state or the relocation of a company from one member state to another is regulated. But unlike the freedom of establishment for natural persons there is always a conflict with the particular corporate law of the member states. There is no unified corporate base; the corporate law differs from one member state to another.
In its most recent judicature the
Bibliography: http://www.germanlawjournal.com/article.php?id=117 [11.11.2004] http://www.germanlawjournal.com/article.php?id=214 [11.11.2004] http://www.germanlawjournal.com/article.php?id=344 [11.11.2004] http://www.juridicum.at/forschung/twardosz/verlegung.pdf [25.11.2004] http://www.students.uni-marburg.de/~Richhard/Seminararbeit_Thema%203_Jens%20Richhardt.pdf [11.11.2004]