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Free Movement of Legal Persons - Coggle Diagram

- - - - The power of MS to determine the connecting factor did not justify the MS of incorporation (State A) preventing that company from converting itself into a company governed by the law of the new MS (State B) to the extent that it was permitted by State B's law to do so, by requiring the company's winding-up or liquidation
        
        Court said that a barrier (e.g. the requirement by State A for the company to be wound up in State A and then reincorporated in State B) to the actual conversion of a company constitutes a restriction on the freedom of establishment of the company concerned, which unless it serves overriding interest in the public interest is prohibited under Article 49 TFEU
- - - - In other words, while Hungarian law governed the rules on the existence of the company (and those rules themselves were not restrictions on freedom of establishment), the application of those rules could not be discriminatory.
- - - - This contravened Article 49 and 54 TFEU because ‘The requirement of reincorporation of the same company in Germany is therefore tantamount to outright negation of freedom of establishment’. - para 80 and 81