Transposition of the EU mobility directive into Luxembourg law
Transposition of the EU mobility directive into Luxembourg law
On 26 February 2025, the Luxembourg law of 17 February 2025, modernizing the law of August 10, 1915, on Luxembourg companies, as amended (the “1915 Law”) was published (the “New Law”). The New Law entered into force on 2 March 2025 and transposes Directive (EU) 2019/2121 of November 27, 2019, on cross-border conversions, mergers, and divisions (“the Mobility Directive”) into Luxembourg national law. It will be applicable to all European cross-border operations which will have their draft terms published on or after 1 April 2025.
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.