The article examines the Private International Law aspects of corporate mobility of legal entities. Corporate mobility is a legal mechanism that enables a legal entity to change its personal law (lex societatis) without losing its legal personality. The study argues that this issue cannot be reduced to a mere technical change in registration or an administrative address. Rather, it concerns the determination of the legal order governing the legal entity’s status, organizational structure, internal corporate relations, representation, liability and dissolution. In this sense, corporate mobility constitutes not a peripheral issue of company law, but an autonomous and complex legal problem situated at the intersection of conflict-of-laws and substantive regulation. Particular attention is paid to the relationship between the incorporation theory and the real seat theory as the classical models for determining the personal law of a legal entity. The article demonstrates that, although the incorporation model is generally more favorable to corporate mobility because it ensures greater stability and predictability of connecting factors. Instead, they increasingly employ mixed and cascading conflict-of-laws techniques that combine incorporation-based connecting factors with

subsidiary factual criteria. This tendency is illustrated through the analysis of Ukrainian legislation, Swiss, Italian, Dutch, Belgian and the Polish approaches. A substantial part of the article is devoted to the development of corporate mobility under EU law. It is shown that this development has been shaped primarily by the freedom of establishment, as well as by the case law of the Court of Justice of the European Union in Centros, hberseering, Inspire Art, Cartesio, and Polbud. The article demonstrates that EU law has significantly weakened the traditional rigidity of the real seat doctrine within the internal market and has gradually recognized the permissibility of changing lex societatis without dissolution, provided that adequate procedural guarantees are observed. At the same time, the article emphasizes that EU corporate mobility is not purely a conflict-of-laws matter. Rather, it emerges from the interaction between conflict-of-laws reasoning and substantive procedural mechanisms, as clearly reflected in Directive (EU) 2019/2121 on cross-border conversions, mergers, and divisions. The study further argues that the issue of the law applicable to companies in crossborder mobility situations cannot be regarded as definitively resolved even within the European Union. In this regard, special attention is given to the scholarly debate concerning the possible adoption of a “Rome V” instrument on the law applicable to companies. This debate confirms that, despite the significant progress of judicial practice and directive-based harmonization, the conflictof-laws dimension of corporate mobility remains only partially settled. Against this background, the article substantiates the desirability of recognizing, in the draft of the new Civil Code of Ukraine, the right of a legal entity to change its personal law. It is argued that such an approach would not destroy the existing incorporation-based logic of Ukrainian private international law, but rather develop it by introducing a conflict-of-laws rule that would acknowledge the admissibility of a cross-border transition between legal orders. The author concludes that the most appropriate model for Ukraine is one in which the right to change lex societatis is established at the level of a conflict-of-laws rule, while its implementation is carried out through a special substantive legal procedure accompanied by adequate safeguards for creditors, employees, members of the legal entity, and other interested parties.

Authored books

1. Dovgert A, Kysil V (red), Mizhnarodne pryvatne pravo. Zahalna chastyna: pidruchnyk (Alerta 2012) (in Ukrainian). Journal articles

2. Gerner-Beuerle C, Mucciarelli F, Schuster E, Siems M, ‘Making the Case for a Rome V Regulation on the Law Applicable to Companies’ [2020] 39 Yearbook of European Law 459– 496 https://doi.org/10.1093/yel/yeaa007.

3. Ringe W-G, ‘No Freedom of Emigration for Companies?’ [2005] 6 European Business Organization Law Review 621–642 https://doi.org/10.54648/EULR2005033.

4. Van der Elst C, ‘21st Century Company Law in Belgium’ [2020] 17(2) European Company Law 25–36 https://doi.org/10.54648/eucl2020006.