''Überseering BV v Nordic Construction Company Baumanagement GmbH'' (2002
C-208/00
is a

European company law European company law is a part of European Union law, which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own cor ...

case, concerning the right of freedom of establishment.

Facts

Überseering BV, a Dutch company, was told that because its shares had been all acquired by two German nationals but it had failed to reincorporate under German law, it had no legal identity in Germany and could not, therefore, enforce a contract to develop land in

Düsseldorf Düsseldorf ( , , ; often in English sources; Low Franconian and Ripuarian: ''Düsseldörp'' ; archaic nl, Dusseldorp ) is the capital city of North Rhine-Westphalia, the most populous state of Germany. It is the second-largest city in th ...

against Nordic Construction. German law took the view that companies should only be recognised as having legal rights under the law where their "real" seat was. This was Germany (as Überseering was "really" operating there), but it could not have legal standing unless it was first incorporated under German law. Thus, German law did not follow the "incorporation" view, that it would acknowledge legal standing according to a foreign law when a company was incorporated in the Netherlands. Überseering BV argued that this represented a restriction on its right to freedom of establishment, and this was prohibited by TEC article 43 and 48 (now

TFEU The Treaty on the Functioning of the European Union (TFEU) is one of two treaties forming the constitutional basis of the European Union (EU), the other being the Treaty on European Union (TEU). It was previously known as the Treaty Establishi ...

articles 49 and 54). The German court referred to the ECJ the question of whether German law could lead to this result.

Judgment

The European Court of Justice held that TEC articles 43 and 48 precluded German courts denying legal capacity to companies like Überseering BV, because it was fundamental that states recognised companies incorporated abroad, regardless of whether member states had conventions on mutual recognition of companies under article 293. Despite change in ownership, Überseering BV was still a valid company in the Netherlands.''

Centros Ltd v Erhversus-og Selkabssyrelsen ''Centros Ltd v Erhvervs- og Selskabsstyrelsen'' (1999C-212/97is a European company law case, concerning the right of freedom of establishment. Facts Centros Ltd, a wine import and export business, was registered in the United Kingdom and applie ...

'' (C-212/97)

000 Triple zero, Triple Zero, Zero Zero Zero, Triple 0, Triple-0, 000, or 0-0-0 may refer to: * 000 (emergency telephone number), the Australian emergency telephone number * "Triple Zero", a song by AFI (band), AFI from ''Shut Your Mouth and Open Your ...

Ch. 446 was followed and '' R v HM Treasury Ex parte Daily Mail'' (81/87) 989QB 446 was distinguished There was no countervailing justification by any overriding requirements relating to the general interest to not uphold the right of freedom of establishment.

Notes

References

* {{DEFAULTSORT:Uberseering Bv V Nordic Construction Company Baumanagement Gmbh Corporate case law Court of Justice of the European Union case law German case law 2002 in case law 2002 in Germany Dutch case law 2002 in the Netherlands European Union company case law

Facts

Judgment

See also

Notes

References