Adoption of bill of law 8053

On January 23, 2025, the Luxembourg Parliament adopted in a first vote Bill of Law 8053, modernizing the law of August 10, 1915, on Luxembourg companies, as amended (the “1915 Law”). The new legislation transposes Directive (EU) 2019/2121 of November 27, 2019, on cross-border conversions, mergers, and divisions (“the Mobility Directive”) into Luxembourg national law (“New Law”).

INTRODUCTION

The aim of the Mobility Directive is to harmonize procedures for EU cross-border mergers, divisions, and conversions.

It should especially be noted that the New Law introduces the so-called EU cross-border conversions, whereby a company, without being dissolved, converts the legal form under which it is registered in a departure EU Member State into a legal form of the EU destination Member State, and transfers at least its registered office to the EU member destination State.

For Luxembourg, especially the process for these cross-border conversions (formerly cross-border transfer of registered office) within the EU will significantly change.

The New Law will reorganize “Title 10: Restructuring” of the 1915 Law as follows:

The chapters on mergers (Chapter 2) and divisions (Chapter 3) have been reorganized to introduce two distinct regimes, a general and a specific regime;
Introduction of a new chapter VI applicable to cross border conversions, with a general and a specific regime;
Other small amendments to the existing rules.