Überseering BV v. Nordic Construction Company Baumanagement GmbH
European Union Court of Justice
Case C-208/00, 2002 E.C.R. I-9919 (2002)
- Written by Elliot Stern, JD
Facts
Überseering BV (plaintiff) was a company that had originally been formed under Dutch law and had its registered office and central administration in the Netherlands. Überseering moved to Germany but did not reincorporate the company under German law. After moving the central administration of the company to Germany, Überseering sued another party in a German court. Under German law, the determination of which state’s corporate law applied depended on where the seat of a corporation was located. The German court ruled that because the seat of Überseering was in Germany, Überseering was subject to German corporate law. Under German law, any business that had its central administration in Germany was required to be formed under German corporate law to be considered a validly formed corporation. Therefore, because Überseering had failed to reincorporate under German law, it was not a valid corporation, and could not sue in German court. Überseering argued that the refusal to allow Überseering to sue in Germany violated the freedom of establishment for companies guaranteed under the Treaty on the Functioning of the European Union (TFEU).
Rule of Law
Issue
Holding and Reasoning (Per curiam)
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