Niemieckie międzynarodowe prawo spółek w toku przemian
The German International Company Law in Transition

Summary/Abstract: The current German private international law provides no specific regulations on the law governing companies. The essential principles in this area were developed by the doctrine and the judicature. According to the basic rule, the law governing companies is determined by reference to the state in which the company has its actual real seat (central administration) (real seat theory). Although, following the case-law of the Court of Justice of the European Union on the freedom of establishment the law applicable to the immigrating EU-companies should be determined by reference to the state in which they have been incorporated (founded) (incorporation theory). Thus, the real seat theory (in its modified version) is still applicable to the non EU-companies. The proposed draft regulation on private international law of companies, associations and legal entities adopts in general as a basic rule the incorporation theory. The mentioned draft regulation provides provisions on, up till now not explicit regulated issues, among others especially provisions for determination of the scope of the law governing companies. For political reasons only, it is not certain if it comes into force.

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