Virtual Corporate Seat: A Case for Reform?

Abstract

This article argues that the general location of the registered office of a company without a physical business address in a Member State, accompanied by a digital business address, should qualify a corporate seat as “virtual”. Moreover, the concept of the virtual corporate seat should essentially be seen as a modernized version of the model developed under the substantive company law of some Member States when two separate concepts – the general location of the company’s registered office in that Member State and the domestic business address – are used to determine a fully fledged notion of the corporate seat. The article further addresses the key functions that the virtual corporate seat should perform on an EU-wide, cross-border basis that are typically delivered by the traditional (physical) registered office. It also considers the major challenges that lie ahead of the innovative concept of the virtual corporate seat, chief among which is ensuring proper communication with the company while maintaining a virtual corporate seat.686.