Abstract
<jats:p>Background: Article 24(2) of the Brussels Ia Regulation establishes exclusive jurisdiction for disputes regarding the validity or dissolution of companies in the Member State where the company has its ‘seat.’ While the Regulation refers to the private international law of the Member State to determine this seat, this reference creates complexity in legal systems such as Austria, which — like many continental European countries — adheres to the ‘real seat theory’ (Sections 10 and 12 of the Austrian Private International Law Act (IPRG)). A strict application of these private international law rules could imply not only that Austrian companies relocating their actual administration abroad lose their legal status, but also that the Austrian company-law dispute rules cease to apply. Methods: This article employs a legal-dogmatic analysis to interpret the term ‘private international law’ within the meaning of the Brussels Ia Regulation, examining whether it refers strictly to conflict-of-law rules or extends to civil procedural law. The study analyses the interplay between the Regulation, Austrian IPRG, and CJEU case law (Centros, Überseering, Cartesio, Polbud) to determine whether Section 10 IPRG requires a teleological reduction in cases of corporate relocation. Results and Conclusions: The analysis reveals that a strict application of Section 10 IPRG strictly to relocation cases would result in the ‘forced dissolution’ of Austrian companies, which is incompatible with modern EU corporate mobility principles. The author argues that Section 10 IPRG must be teleologically reduced to apply only to incoming companies, not those leaving. Consequently, for the purposes of Article 24(2) Brussels Ia Regulation, Austrian courts retain jurisdiction over companies incorporated in Austria even if their actual head office is located abroad. This interpretation prevents ‘cherry-picking’ of jurisdiction and ensures the necessary synchronisation between the applicable company law (lex societatis) and international jurisdiction (lex fori).</jats:p>