Mobility Directive implemented in Luxembourg

The long-awaited Luxembourg law of 17 February 2025 (the “Law”) aiming to implement the so-called “Mobility Directive” is now published in the Luxembourg official gazette (Journal Officiel du Grand-Duché de Luxembourg, Mémorial A). The Law will enter into force on 2 March 2025, subject however to certain transitional provisions outlined below.

General approach

Directive (EU) 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”) was adopted with the aim to facilitate the European freedom of establishment by making it easier for companies to effectuate certain cross-border transactions, namely cross-border conversions, mergers and divisions, while at the same time strengthening the rights of creditors, employees and minority shareholders.

Unlike certain Member States who went further in scope than the Mobility Directive, Luxembourg generally avoided gold-plating in the implementation of the Mobility Directive. As a result thereof, the new regime introduced by the Mobility Directive applies in case of a merger, division or conversion of a Luxembourg société anonyme, société à responsabilité limitée or société en commandite par actions, provided that the transaction involves a company of another Member State that falls within the scope of the Mobility Directive. The regime for mergers, divisions or conversions outside of the scope of the Mobility Directive remains largely unchanged, except for the introduction of certain clarifications, additional flexibilities and side-step or side-stream mergers characterised by the absence of share exchange ratio requirements under certain conditions.

In practice, the amendments to the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Companies Law”), include (i) the creation of a new chapter on cross-border conversions, divided into cross-border conversions in scope of the Mobility Directive and those out of the scope of the Mobility Directive, as well as (ii) the introduction of new sections on the special regime applicable to mergers and divisions in scope of the Mobility Directive in the chapters on mergers and divisions respectively, it being understood that all aspects of conversions, mergers and divisions which are not governed by provisions of the special regime will be governed by provisions of the general regime.

Please read the attached document to find out more.