Luxembourg’s new cross-border mobility regime
Whilst until recently Luxembourg was the only country yet to transpose EU Directive 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (the Mobility Directive), this is set to change. Last Thursday, more than two years after the submission of the original bill, the Luxembourg Parliament cast its first vote in favour of its adoption. This milestone not only aligns Luxembourg with European Union requirements but also heralds significant transformations in cross-border corporate mobility.
Notably, Luxembourg’s transposition choice stands out for its atypical approach, founded on two fundamental pillars. The first is the strategic confinement of the more complex cross-border mobility regime introduced by the Mobility Directive to its strict and limited scope of application. This ensures that cross-border divisions by absorption and migrations involving non-EU companies remain governed by Luxembourg’s existing, pragmatic legal framework. The second pillar lies in Luxembourg’s deliberate use of every option provided by the EU legislator to foster a mobility-friendly regime even within the Mobility Directive’s scope.
This nuanced approach reflects Luxembourg's commitment to preserving its liberal and business-friendly stance while aligning with EU standards, marking a pivotal moment in its legal and economic modernization.
While awaiting the waiver of the second parliamentary vote, it is important to note that the new regime will apply only to ongoing cross-border mergers, divisions, and conversions for which the draft terms are published on or after the first day of the month following the new law’s entry into force.
For more information please contact Bernard Beerens (Executive Partner), Claire-Marie Darnand (Partner), Gérald Origer (Partner) and François Bernard (Of Counsel) and see our upcoming detailed analysis of the new regime.
