''Ãœberseering BV v Nordic Construction Company Baumanagement GmbH'' (2002) is a
European company law
European company law is the part of European Union law which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own c ...
case, concerning the right of freedom of establishment.
Facts
Ãœberseering BV, a Dutch company, was told that because its shares had been all acquired by two German nationals but it had failed to reincorporate under German law, it had no legal identity in Germany and could not, therefore, enforce a contract to develop land in
Düsseldorf
Düsseldorf is the capital city of North Rhine-Westphalia, the most populous state of Germany. It is the second-largest city in the state after Cologne and the List of cities in Germany with more than 100,000 inhabitants, seventh-largest city ...
against Nordic Construction. German law took the view that companies should only be recognised as having legal rights under the law where their "real" seat was. This was Germany (as Ãœberseering was "really" operating there), but it could not have legal standing unless it was first incorporated under German law. Thus, German law did not follow the "incorporation" view, that it would acknowledge legal standing according to a foreign law when a company was incorporated in the Netherlands. Ãœberseering BV argued that this represented a restriction on its right to freedom of establishment, and this was prohibited by
TEC article 43 and 48 (now
TFEU
The Treaty on the Functioning of the European Union (TFEU) is one of two treaties forming the constitutional basis of the European Union (EU), the other being the Treaty on European Union (TEU). It was previously known as the Treaty Establish ...
articles 49 and 54). The German court referred to the ECJ the question of whether German law could lead to this result.
Judgment
The European Court of Justice held that TEC articles 43 and 48 precluded German courts denying legal capacity to companies like Ãœberseering BV, because it was fundamental that states recognised companies incorporated abroad, regardless of whether member states had conventions on mutual recognition of companies under article 293. Despite change in ownership, Ãœberseering BV was still a valid company in the Netherlands.
['' Centros Ltd v Erhversus-og Selkabssyrelsen'' (C-212/97) ]000
Triple zero, Zero Zero Zero, 0-0-0 or variants may refer to:
* 000 (emergency telephone number), the Australian emergency telephone number
* 000, the size of several small List of screw drives, screw drives
* 0-0-0, a Droid (Star Wars)#0-0-0, dro ...
Ch. 446 was followed and '' R v HM Treasury Ex parte Daily Mail'' (81/87) 989
Year 989 ( CMLXXXIX) was a common year starting on Tuesday of the Julian calendar.
Events
By place
Byzantine Empire
* Emperor Basil II uses his contingent of 6,000 Varangians to help him defeat Bardas Phokas (the Younger), who suffe ...
QB 446 was distinguished There was no countervailing justification by any overriding requirements relating to the general interest to not uphold the right of freedom of establishment.
See also
*
UK company law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is th ...
*
European company law
European company law is the part of European Union law which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own c ...
Notes
References
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{{DEFAULTSORT:Uberseering Bv V Nordic Construction Company Baumanagement Gmbh
German case law
2002 in case law
2002 in Germany
Dutch case law
2002 in the Netherlands
European Union company case law