Quelques observations sur la Directive no. 2019/2121 clarifiant la situation des sociétés migrantes dans l’Union européenne
A few observations on the Directive no. 2019/2121 clarifying the situation of migrant companies in the European Union

Summary/Abstract: The companies registered in a Member State benefit from the freedom of establishment. The application of the articles 49 and 54 TFUE offers this prerogative. Thus, they can decide to establish in another Member State and do business there. In the last years, the companies governed by the law of a Member State began to be more and more active throughout the entire Union. This was the moment when the transfer of the statutory seat and, sometimes, the change of the lex societatis, began to become much more attractive. The interior market favoured this phenomenon and not only conferred legitimacy to it, but established the means in order to ensure its effectiveness. The caselaw of the Court of Justice is abundant in the matter of transfer of statutory seat and is oriented towards the extension of the freedom of establishment. Nevertheless, given the growing need for clarity and transparency, as for a coherent and predictable framework, a new directive was adopted in the EU, a directive aiming to organise the national laws in matter of transfer of companies from one State to another – it is the Directive no. 2019/2021 adopted on 27th of November 2019.

• Details
• Contents