Introductory notes
The entry into force, on 2 March 2025, of the law of 17 February 2025 (the “Law”) transposing in the Grand Duchy of Luxembourg Directive (EU) 2019/2121 of the European Parliament and the Council of 27 November 2019 on cross-border conversions, mergers and divisions (the “Mobility Directive”) entails important changes in the Luxembourg legal system (see BSP’s Newsflash). The adoption of dedicated European restructuring regimes under the Mobility Directive forms part of a broader trend to enhance the mobility of companies within the EU internal market, based on the freedom of establishment enshrined in Article 49(2) and 54 of the Treaty on the Functioning of the European Union (TFEU).
Such evolution has been driven by a series of directives in the field of company law, now codified in Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. A limited but influential line of judgments from the Court of Justice of the European Union (CJEU) has also played a catalytic role in this liberalisation process. Notably, the Sevic and Polbud directly address the removal of obstacles to cross-border corporate transformations within the internal market.
In this framework, the main innovation of the Mobility Directive is the introduction of European cross-border mergers, divisions and conversions, falling within the scope of the European rules of the Mobility Directive (the “European Regime” or together the “European Regimes”). Besides the introduction of European Regimes, the Luxembourg law of 1915 on commercial companies (the “Company Law”) now provides for a general regime applying to internal and cross-border restructurings other than the European cross-border mergers, divisions and conversions introduced by the Mobility Directive (the “General Regime” or together the “General Regimes”).
This contribution on the Mobility Directive is divided in three parts, the first of which being dedicated to exploring the General Regimes, the second to the European Regimes. A third part exploring the practical approach to the new Luxembourg mobility law concludes this contribution.
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