Marco Migaldi

The Legal Requalification of UK Limited Companies in Germany after Brexit. The Case of Air Berlin PLC

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The United Kingdom and the European Union officially began a new political and commercial relationship under the Trade and Cooperation Agreement (TCA). On 8 March 2021, due to the many gaps in the TCA, the European Commission intervened by publishing a Notice to Stakeholders to clarify company law issues not regulated under the Agreement. The Notice by the European Commission clarifies that the TFEU freedom of establishment no longer applies to companies incorporated in the United Kingdom. Consequently, the Member States adopting the «seat theory» could re-qualify UK Limited companies as a partnership under their national company law. This legal issue has been studied in connection with the first case being dealt with by the German courts, (i.e., the bankruptcy of Air Berlin PLC).


  • Brexit
  • TCA
  • Freedom of Establishment
  • German Company Law
  • Air Berlin PLC


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