Judgment of the Court (Third Chamber) of 12 July 2012 (reference for a preliminary ruling from the Legfelsőbb Bíróság - Hungary) - Application to register a company made by VALE Építési kft
(Case C-378/10)
(Articles 49 TFEU and 54 TFEU - Freedom of establishment - Principles of equivalence and effectiveness - Cross-border conversion - Refusal to add to register)
Language of the case: Hungarian
Referring court
Legfelsőbb Bíróság
Parties to the main proceedings
VALE Építési kft
Re:
Reference for a preliminary ruling - Magyar Köztársaság Legfelsőbb Bíróság - Interpretation of Articles 267 EC and 48 EC - Movement of a company governed by the law of a Member State to another Member State, thereby changing the national law applicable - National legislation which refuses to record in the companies register the predecessor in law of a company established in another Member State
Operative part of the judgment
1. Articles 49 TFEU and 54 TFEU are to be interpreted as precluding national legislation which enables companies established under national law to convert, but does not allow, in a general manner, companies governed by the law of another Member State to convert to companies governed by national law by incorporating such a company.
2. Articles 49 TFEU and 54 TFEU are to be interpreted, in the context of cross border company conversions, as meaning that the host Member State is entitled to determine the national law applicable to such operations and thus to apply the provisions of its national law on the conversion of national companies governing the incorporation and functioning of companies, such as the requirements relating to the drawing up of lists of assets and liabilities and property inventories. However, the principles of equivalence and effectiveness, respectively, preclude the host Member State from
- refusing, in relation to cross border conversions, to record the company which has applied to convert as the 'predecessor in law', if such a record is made of the predecessor company in the commercial register for domestic conversions, and
- refusing to take due account, when examining a company's application for registration, of documents obtained from the authorities of the Member State of origin.
____________1 - OJ C 317, 20.11.2010.