Cross-border Conversion of a Company or Partnership

Europejski Przegląd Sądowy 11/2019

Krzysztof Jasiński

The paper relates to the issue of cross-border conversion of a company or partnership from an EU Member State of origin to another Member State, which is controversial in the European legal literature. This author analyses the concept o f cross-border conversion comparing it with cross-border transfer of registered offi ce (central administration or principal place of business) on the basis of both Polish and EU law. Moreover, he refers to the issue of freedom of establishment vested in companies and partnerships on the basis of the Treaty on the Functioning of the European Union and the consequences of this freedom. Then, the author presents arguments in favour of the permissibility of effective cross-border conversion, the consequences of such conversion, and the possible solutions protecting minority shareholders, creditors and employees. He also considers the potential risks connected with the cross-border conversion procedure in the present state of law.