# C_2016211EN.01002301.xml

| 13.6.2016 | EN | Official Journal of the European Union | C 211/23 |
| --- | --- | --- | --- |

13.6.2016

EN

Official Journal of the European Union

C 211/23

---

Request for a preliminary ruling from the Sąd Najwyższy (Poland) lodged on 22 February 2016 — Polbud — Wykonawstwo sp. z o.o.

(Case C-106/16)

(2016/C 211/29)

Language of the case: Polish

Referring court

Sąd Najwyższy

Party to the main proceedings

Appellant on a point of law: Polbud — Wykonawstwo sp. z o.o.

Questions referred

| 1. | Do Articles 49 and 54 of the Treaty on the functioning of the European Union preclude the application by a Member State, in which a commercial company (public limited company) was initially incorporated, of provisions of national law which make removal from the commercial register conditional on the company being wound up after liquidation has been carried out, if the company has been reincorporated in another Member State pursuant to a shareholders’ decision to continue the legal personality acquired in the State of initial incorporation? |
| --- | --- |

1.

Do Articles 49 and 54 of the Treaty on the functioning of the European Union preclude the application by a Member State, in which a commercial company (public limited company) was initially incorporated, of provisions of national law which make removal from the commercial register conditional on the company being wound up after liquidation has been carried out, if the company has been reincorporated in another Member State pursuant to a shareholders’ decision to continue the legal personality acquired in the State of initial incorporation?

| 2. | If the answer to that question is in the negative: Can Articles 49 and 54 of the Treaty on the functioning of the European Union be interpreted as meaning that the requirement under national law that proceedings for the liquidation of the company be carried out — including the conclusion of current business, recovery of debts, fulfilment of obligations and sale of company assets, satisfaction or securing of creditors, submission of a financial statement on the conduct of those acts, and indication of the person to whom the books and documents are to be entrusted — which precede the winding-up thereof, which occurs on removal from the commercial register, is a measure which is appropriate, necessary and proportionate to a public interest deserving of protection in the form of safeguarding of creditors, minority shareholders, and employees of the migrant company? |
| --- | --- |

2.

If the answer to that question is in the negative: Can Articles 49 and 54 of the Treaty on the functioning of the European Union be interpreted as meaning that the requirement under national law that proceedings for the liquidation of the company be carried out — including the conclusion of current business, recovery of debts, fulfilment of obligations and sale of company assets, satisfaction or securing of creditors, submission of a financial statement on the conduct of those acts, and indication of the person to whom the books and documents are to be entrusted — which precede the winding-up thereof, which occurs on removal from the commercial register, is a measure which is appropriate, necessary and proportionate to a public interest deserving of protection in the form of safeguarding of creditors, minority shareholders, and employees of the migrant company?

| 3. | Must Articles 49 and 54 of the Treaty on the functioning of the European Union be interpreted as meaning that restrictions on the freedom of establishment include a situation in which — for the purpose of conversion to a company of another Member State — a company transfers its registered office to that other Member State without changing its place of principal establishment, which remains in the State of initial incorporation? |
| --- | --- |

3.

Must Articles 49 and 54 of the Treaty on the functioning of the European Union be interpreted as meaning that restrictions on the freedom of establishment include a situation in which — for the purpose of conversion to a company of another Member State — a company transfers its registered office to that other Member State without changing its place of principal establishment, which remains in the State of initial incorporation?

---