Transfer of registered office of companies outside the EU to Germany or Italy

Company law

Within the EU, freedom of establishment also applies to companies and these can move from one EU member state to another while retaining their identity (i.e. without liquidation and new formation), whereby the respective national regulations must be observed (in Germany, Section 334 sentence 1 of the German Reorganisation Act). This option is available to a Swiss company - and therefore also to other companies outside the EU - if it chooses the diversions via Luxembourg.

The Mannheim Registry Court had refused to register a former Swiss company, which mutated into an S.a.r.L. in Luxembourg, in the German commercial register on the grounds that it had originally been founded in Switzerland and therefore not in a member state of the European Union. However, the Karlsruhe Higher Regional Court fortunately agrees with the view that even "transit companies" are deemed to have been founded in the EU and must therefore be registered in Germany (Karlsruhe Higher Regional Court of 24 April 2024, 1 W 40/23 Wx).

The background to the double relocation is that Luxembourg allows companies from countries that are neither part of the EU nor the European Economic Area to move to the country.

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