The cross-border transfer of a company's seat : the need for action from both the Polish and the EU legislators

The article addresses problems relating to the transfer of company's seat across the EU 's internal market. The first part contains an overview of the freedom of establishment for companies and identifies relevant conflict of law issues. It also shows the main goals that companies want to achieve by transferring the real seat (the location of their main administration) and the registered office. The second part discusses decisions of the Court of Justice of the European Union on the transfer of company's seat, and the third part contains their critical analysis in the light of the EU's primary law. In the fourth part the main steps aiming at the preparation of the 14th Company Law Directive are described. The fifth part presents the arguments for implementation of the directive. The sixth part lists the postulates that the EU legislator should take into account when establishing the directive and stresses the need for separate transfer of the registered office and the real seat. The last two parts discuss Polish substantive and conflict law concerning the transfer of the company's seat and show the necessity for changes in the Polish legal framework.