European Business Law, the fourth volume in our series, shows how the European authorities simultaneously abolish all restrictions on access to and exercise of economic activities and support the growth of domestic markets, through the harmonization the internal legislation or the enactment of genuinely unified regulations.

European Business Law

Under Article 24(2) of Regulation No 1215/2012, the courts of the Member States in which the companies or other legal persons have their seat have exclusive jurisdiction regarding the “validity of the constitution, the nullity or the dissolution of companies […] or the validity of the decisions of their organs”. Furthermore, it is for the court to determine the seat of the companies applying its r …

Scope of application

Under Article 24(2) of Regulation No 1215/2012, the courts of the Member States in which the companies or other legal persons have their seat have exclusive jurisdiction regarding the “validity of the constitution, the nullity or the dissolution of companies […] or the validity of the decisions of their organs”. Furthermore, it is for the court to determine the seat of the companies applying its rules of private international law.

Since the objective of that provision is to centralize jurisdiction in order to avoid conflicting decisions being given as regards the existence of companies and the validity of the decisions of their organs , the courts of the Member State in which the company has its seat are those best placed to deal with such disputes because it is in that State that information about the company has been notified and made public . 

It is not sufficient for the proceedings to have any link with a decision of an organ of the company; the dispute must relate to the validity of an organ of the company under the company law applicable or under provisions governing the functioning of its organs. This is not the case for the proceedings brought by a party who alleges that his rights in a company have been infringed by a decision of this company's organs , or seeking legal redress for damage resulting from infringements of EU competition law , or concerning questions related to the validity of a decision to enter into a contract which are considered ancillary in the context of a contractual dispute . On the other hand, an action for review of the reasonableness of the consideration that the principal shareholder of a company is required to pay to the minority shareholders of that company in the event of the compulsory transfer of their shares to that principal shareholder comes within the exclusive jurisdiction of the courts of the Member State in which that company is established .

Jenard report on the Brussels Convention, OJ C 59 1979, 1.

Case C-372/07 Hassett and Doherty [2008] ECR I-7403, LawLex200900000573JBJ.

Case C-372/07 Hassett and Doherty [2008] ECR I-7403, LawLex200900000573JBJ: the dispute was between a professional association in charge of providing indemnity to doctors in cases involving professional negligence on their part, and certain of its members, who considers that the decisions refusing to grant compensation adopted by the association's board of management infringed their rights under the Articles of Association. The doctors did not challenge the fact that the association's board of management was actually empowered to adopt such a decision rejecting their claim, but challenged the manner in which that power was exercised as they considered that their claim had been rejected without the Board examining it in detail, thereby infringing the rights as members that they alleged to derive from the Articles of Association. Their dispute did not relate to the validity of the decisions of the association's organs, and therefore Article 24(2) did not apply to the dispute.

Case C-302/13 flyLAL-Lithuanian Airlines, Judgment of 23 October 2014, LawLex201400001129JBJ.

Case C-144/10 Berliner Verkehrsbetriebe (BVG), Judgment of 12 May 2011, LawLex201100001091JBJ.

Case C-560/16 E.ON Czech Holding AG, Judgment of 7 March 2018, LawLex201800000428JBJ.

European Business Law

343. Scope of application

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

343. Scope of application

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise