# C_2017437EN.01000702.xml

| 18.12.2017 | EN | Official Journal of the European Union | C 437/7 |
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18.12.2017

EN

Official Journal of the European Union

C 437/7

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Judgment of the Court (Grand Chamber) of 25 October 2017 (request for a preliminary ruling from the Sąd Najwyższy — Poland) — Proceedings brought by POLBUD — WYKONAWSTWO sp. z o.o., in liquidation

(Case C-106/16) (1)

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((Reference for a preliminary ruling - Freedom of establishment - Cross-border conversion of a company - Transfer of its registered office without transfer of its real head office - Refusal to remove it from the commercial register - National legislation whereby removal from commercial register is dependent on the winding up of a company after a liquidation procedure - Scope of freedom of establishment - Restriction on freedom of establishment - Protection of the interests of creditors, minority shareholders and employees - Prevention of abusive practices))

(2017/C 437/10)

Language of the case: Polish

Referring court

Referring court

Sąd Najwyższy

Parties to the main proceedings

Parties to the main proceedings

POLBUD — WYKONAWSTWO sp. z o.o., in liquidation

Operative part of the judgment

Operative part of the judgment

| 1. | Articles 49 and 54 TFEU must be interpreted as meaning that freedom of establishment is applicable to the transfer of the registered office of a company formed in accordance with the law of one Member State to the territory of another Member State, for the purposes of its conversion, in accordance with the conditions imposed by the legislation of the other Member State, into a company incorporated under the law of the latter Member State, when there is no change in the location of the real head office of that company. |
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1.

Articles 49 and 54 TFEU must be interpreted as meaning that freedom of establishment is applicable to the transfer of the registered office of a company formed in accordance with the law of one Member State to the territory of another Member State, for the purposes of its conversion, in accordance with the conditions imposed by the legislation of the other Member State, into a company incorporated under the law of the latter Member State, when there is no change in the location of the real head office of that company.

| 2. | Articles 49 and 54 TFEU must be interpreted as precluding legislation of a Member State which provides that the transfer of the registered office of a company incorporated under the law of one Member State to the territory of another Member State, for the purposes of its conversion into a company incorporated under the law of the latter Member State, in accordance with the conditions imposed by the legislation of that Member State, is subject to the liquidation of the first company. |
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2.

Articles 49 and 54 TFEU must be interpreted as precluding legislation of a Member State which provides that the transfer of the registered office of a company incorporated under the law of one Member State to the territory of another Member State, for the purposes of its conversion into a company incorporated under the law of the latter Member State, in accordance with the conditions imposed by the legislation of that Member State, is subject to the liquidation of the first company.

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(1)  OJ C 211, 13.6.2016.

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