Marleasing SA v La Comercial Internacional de Alimentacion SA.

• Jurisdiction: European Union
• Celex Number: 61989CJ0106
• ECLI: ECLI:EU:C:1990:395
• Date: 13 November 1990
• Court: Court of Justice (European Union)
• Procedure Type: Reference for a preliminary ruling
• Docket Number: C-106/89

Avis juridique important

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61989J0106

Judgment of the Court (Sixth Chamber) of 13 November 1990. - Marleasing SA v La Comercial Internacional de Alimentacion SA. - Reference for a preliminary ruling: Juzgado de Primera Instancia e Instruccion no 1 de Oviedo - Spain. - Directive 68/151/CEE - Article 11 - Consistent interpretation of national law. - Case C-106/89.

European Court reports 1990 Page I-04135
Swedish special edition Page 00575
Finnish special edition Page 00599

Summary
Parties
Grounds
Decision on costs
Operative part

Keywords

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1 . Measures adopted by the Community institutions - Directives - Implementation by Member States - Need to ensure the effectiveness of directives - Obligations of the national courts

( EEC Treaty, Art . 5 and Art . 189, third paragraph )

2 . Freedom of movement for persons - Freedom of establishment - Companies - Directive 68/151 - Rules on nullity - Exhaustive list of cases in which nullity can arise - Obligation on the part of the national court not to allow nullity in other cases - Nullity on account of the illegality of a company' s objects - Concept of the objects of a company

( Council Directive 68/151, Art . 11 )

Summary

1 . The Member States' obligation arising from a directive to achieve the result envisaged by the directive and their duty under Article 5 of the Treaty to take all appropriate measures, whether general or particular, to ensure the fulfilment of that obligation, is binding on all the authorities of Member States including, for matters within their jurisdiction, the courts . It follows that, in applying national law, whether the provisions in question were adopted before or after the directive, the national court called upon to interpret it is required to do so, as far as possible, in the light of the wording and the purpose of the directive in order to achieve the result pursued by it and thereby comply with the third paragraph of Article 189 of the Treaty .

2 . A national court hearing a case which falls within the scope of Directive 68/151 on the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community, is required to interpret its national law in the light of the purpose and the wording of that directive in order to preclude a declaration of nullity of a public limited company on a ground other than those listed in Article 11 of the directive . Those grounds must themselves be strictly interpreted, in the light of that purpose, so as to ensure that nullity on the ground that the objects of the company are unlawful or contrary to public policy must be understood as referring exclusively to the objects of the company as described in the instrument of incorporation or the articles of association .

Parties

In Case C-106/89,

REFERENCE to the Court under Article 177 of the EEC Treaty by the Juzgado de Primera...