Case C-106/16, Polbud-Wykonawstwo: The Polish Supreme Court Requests the CJEU for a Preliminary Ruling on the Outbound Limited Company Seat Transfer

Abstract

Following a series of rulings delivered by the Court of Justice, the Polish Supreme Court raised new doubts regarding corporate mobility under EU law and subsequently submitted three preliminary questions concerning the transfer of an outbound company’s seat. These questions concern three issues: (1) the possibility for a company to adopt a foreign legal form without complying with the procedural rules of the home Member State, (2) the conformity of national law with EU law relating to a winding-up requirement where the shareholders decide to transfer the company’s seat abroad, and finally (3) the admissibility of the isolated cross-border conversion of a company under EU law. The purpose of this paper is to shed more light on the meaning and impact of these questions on European corporate mobility from the perspective of Polish and EU law. In general, even though these questions discuss some important dilemmas, potential answers are not likely to bring the legal certainty, so necessary for any business, in the absence of a comprehensive harmonisation of European corporate mobility law.