Reincorporations: a comparison between Greek and Cyprus law. Issue 3 (14th May 2018)

• Record Type: Journal Article
• Authors: Papadopoulos, Thomas
• Is Part Of: International journal of law and management. Volume 60:Issue 3(2018)
• Page Start: 901
• Page End: 919
• Publication Date: 2018-05-14
• Subjects: Company law -- Cyprus law and Greek law -- EU law -- Private international law -- Reincorporations -- Seat transfers; Labor laws and legislation -- Great Britain -- Periodicals; Trade regulation -- Great Britain -- Periodicals; Labor laws and legislation -- Great Britain -- Cases; Trade regulation -- Great Britain -- Cases; 346.0664
• DOI: 10.1108/IJLMA-04-2017-0098
• Languages: English
• ISSNs: 1754-243X

Abstract

Abstract : Purpose: This paper aims to analyse the legal framework of reincorporations and subsequent change of applicable law in Greece and Cyprus. A comparison between Greek Law and Cyprus Law is drawn. This paper highlights possible required reforms. Cyprus has a quite detailed legal framework of voluntary inbound and outbound reincorporations. While Greece has certain provisions on outbound reincorporations, it does not have any provisions on inbound reincorporations. The compatibility of these national provisions with internal market rules, as interpreted by the case law of the Court of Justice of the EU (CJEU), is discussed. Design/methodology/approach: This paper follows a comparative approach. After a careful analysis of each national legal framework, a comparison between Greek law and Cyprus law follows. This paper also follows an EU law approach. Findings: These two jurisdictions present some differences. Cyprus adopting the incorporation theory has a detailed, sophisticated and flexible legal framework of reincorporations. Although Greece adopting the real seat theory has some special provisions for outbound reincorporations, there are no specific provisions for inbound reincorporations. Inbound reincorporations are possible under Greek law, but the absence of detailed provisions is against legal certainty. Cyprus law on reincorporations could be used as an example for Greek legislature. However, possible EU harmonisation of seat transfers is expected to have an immense impact on national provisions for reincorporations. Practical implications: Reincorporations constitute a significant corporate restructuring technique with important practical implications on the economy. Apart from academics, this paper attracts the interest of lawyers, managers, accountants, officers of supervisory and regulatory bodies and policymakers engaged with reincorporations. Originality/value: This is one of the few academic papers comparing Greek and Cyprus company law and private international law. It is the first paper that compares the Greek and Cyprus legal framework of reincorporations.