Centros decision

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The Centros decision is a judgment of the European Court of Justice (ECJ) (case C-212/97) of March 9, 1999 on the freedom of establishment (Article 49 TFEU ) as part of the free movement of persons within the European Union . With it, the ECJ followed the overlap theory coined by Otto Sandrock and rejected the seat and foundation theories for European company law that previously prevailed in jurisprudence.

facts

The Centros private limited company ( Ltd. ) was to bypass a company incorporated under English law, which was founded in England by a Danish couple to as couched in Swiss in Danish society legal order protection rules for corporations. The reason for this was that the raising of capital for English corporations is lower than for Danish corporations.

The Danish couple now wanted to work with Centros Ltd. commence business in Denmark and applied for the necessary registration of a branch with the Danish central administration. This refused the registration and thus the business activities of Centros Ltd. in Denmark. The reason for this: Centros Ltd. with its establishment in England circumvents the national company law system and does not have the required minimum capital for a corporation in Denmark.

The judgment of the ECJ

An EU member state violates the EC statuierte -Vertrag freedom of establishment , if the Member State refuses to register a corporation on the grounds that the establishment in other EU countries, only occur to circumvent national company law protection regulations. According to this, it is permissible to set up a corporation within the EU and then develop the entire business activity via a branch in another EU member state. This corporation is party and legally capable within the whole EU .

Follow the Centros decision

The Centros decision has led to a considerable degree of competition between legal systems within the European Union. It is now nothing special to meet a private limited company (Ltd.) in Germany. This race has made a decisive contribution to the fact that a company now also exists in Germany with the entrepreneurial company (limited liability) ("Mini-GmbH"), which is the Ltd. is very close in nature. Ultimately, this is a further step towards achieving the uniform European internal market .

Web links

literature

  • Curt Christian von Halen: The company statute after the Centros decision of the European Court of Justice: scope of conflict of laws, consequences under material law and options under company law . Verlag Recht und Wirtschaft , Heidelberg 2001, ISBN 3-8005-1289-0 .
  • Max Göttsche: The Centros judgment of the ECJ and its effects - an inventory from a corporate, commercial and tax law perspective - . In: German Tax Law (DStR) . 1999, p. 1403 ff .
  • Peter Kindler : Freedom of establishment for bogus foreign companies? - The “Centros” decision of the ECJ and international private law . In: New legal weekly . 1999, p. 1993 ff .
  • Otto Sandrock : Centros: a stage win for the overlay theory . In: Operations consultant . 1999, p. 1337 ff .

Individual evidence

  1. ↑ Joachim Gruber : Obituary for Otto Sandrock . In: Journal for International Business Law . 2017, p. 144 .