The UE treaty on freedom of establishment and autonomous international private law of companies

The freedom of establishment excludes the application of the real seat theory in cases of immigration of the companies established according to the law of EU member states. Although the freedom of establishment does not state any conflict-of-law-rules, the above consequence results from prohibition of any restrictions it provides. The refusal of recognition of the migrating companies as a consequence of the real seat theory is a negation of freedom of establishment. The recognition of companies is, in the meaning of the freedom of establishment, tantamount to the import of the company law applicable to them to the destination state. The law of the destination state, which could be applied in case of the migrating companies, especially the company law but also - as a result of different qualification - among others the insolvency and the tort law, should be considered in the light of the possible restrictions of the freedom of establishment.