MANUKYAN M.A. Determination of the Personal Law of a Legal Person in the European Law: Problems of Application of the "Real Seat" Theory

Abstract: In the article legal consequences of transfer of company’s registered office, administrative centre and main place of business on the base of the practice of the ECJ is examined. The author reveals essential changes in the EC law in the sphere in connection with decisions of the ECJ in cases Centros, Überseering and Inspire Art. It is shown in the article, that by virtue of stated decisions EC member-states had to initiate modification of “real seat” theory or change it into incorporation theory with its special form. The author reveals the development of law and practice of France, Germany, Austria and Belgium. Moreover, it is shown that the ECJ decision in Cartesio case did not lead to the alteration of the EC law on the question of retaining personality of a company in its state of registration when transferring its seat. Keywords: comparative law, modification, “real seat” theory, EC law