Il trasferimento all’estero della (sola) sede statutaria delle società di fronte alla Corte di giustizia: la sentenza Polbud

The judgment recently rendered by the Court of Justice of the European Union in the Polbud case offers the opportunity to investigate the scope of application of the right of establishment of companies under Articles 49 and 54 TFEU, in order to assess whether companies, formed in accordance with the law of a Member State and having their registered office, central administration or principal place of business within the Union, are entitled to transfer their registered office in another Member State, without losing their original status, i.e. their legal personality and applicable law, in so far as the administrative (or real) seat remains in the Member State of origin. Considering this question in light of the previous case-law of the Court of Justice, the article offers a possible interpretation of the judgment and its likely impact on Article 25 of Law 31 May 1995 No 218 (the Italian choice-of-law rule concerning companies), at the same time discussing the need for a future EU initiative on the law applicable to companies.