An EU member state must recognise a company’s right to transfer its registered office to another member state (so called corporate cross-border conversion). This rule has been established by the European Court of Justice (ECJ) in the case of Vale (ECJ decision dated 12 July 2012 C-378/10).

It is clear from this decision that, as a general rule, a corporate cross-border conversion must be possible for German companies. In practice, however, problems arose as to which regulations shall govern the conversion procedure since no specific legislation on cross-border conversions currently exists in Germany.

Some of these problems have now been solved by the helpful decision of the Higher Regional Court (OLG) of Nuremberg. The court held that, in the absence of specific legislation on cross-border conversions, the relevant general rules on company conversions under national legislation apply. In consequence, the court decided that cross-border conversions involving German entities are principally governed by the German Reorganisation of Companies Act (Umwandlungsgesetz).

On the basis of this ruling of the OLG Nuremberg, it is now much easier to define exactly what the specific requirements for cross-border conversions are. As a result, cross-border conversions will become much more attractive for European entrepreneurs who want to move their business activities to another EU member state.

Higher Regional Court of Nuremberg, decision dated 19 June 2013 (12 W 520/13)

Benjamin Schwarzfischer