The Luxembourg bill of law n° 8053 (the “Mobility Law”) amending the Luxembourg company law and the RCS law, transposing the Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 (the “Mobility Directive”) has been adopted following the constitutional vote on 23 January 2025 and dispense of a second vote on 4 February 2025.
The Mobility Law introduces new procedures for EU cross-border operations such as mergers, divisions and conversions (the “Cross-Border Operations”). Most importantly the timelines for migrations of companies within the EU from and to the Grand Duchy of Luxembourg will substantially change.
The new procedures of the Mobility Law are only applicable to Cross-Border Operations where a Luxembourg S.A., S. à r.l. or S.C.A. is involved in the relevant Cross-Border Operation with other limited liability companies of EU Member States. S.A.S., sociétés coopératives and UCITS as well as certain reorganization procedures have been expressly excluded from the Cross-Border Operations regime.
The new procedures generally follow the steps of the national merger and division regime, but include increased protection for shareholders, creditors and, most of all, employees. Examples of those new formalities include (i) governing bodies’ reports addressed to shareholders and to the employees, (ii) availability of certain documents for the shareholders or employees six weeks prior to the decision on the Cross-Border Operation, (iii) the right for shareholders, creditors and employees to present observations on the Cross-Border Operation prior to the decision on the Cross-Border Operation, (iv) the right of withdrawal of shareholders in the absorbed, divided or converted company, (v) the need to obtain a preliminary certificate prior to the approval of the relevant Cross-Border Operation and (v) increased time periods for creditors to request safeguards.
Luxembourg notaries will have an increased supervisory role, including determining whether the Cross-Border Operation is set up for abusive or fraudulent purposes leading to or aimed at the evasion or circumvention of European Union or national law, or for criminal purposes. Luxembourg notaries will also be the competent authority to issue the legality certificate of the Cross-Border Operation, setting the effectiveness of the operation.
For EU cross-border divisions specifically, a new division by separation is introduced, allowing to proceed with an issue of shares to the divided company rather than to the shareholders of the divided company.
For the Cross- Border Operations, the Mobility Law further introduces a new special fault-based liability for governing bodies or independent experts and introduces for national mergers that upstream, reverse or side-stream mergers are from now on to be treated as simplified mergers.
The Mobility Law will be applicable to Cross-Border Operations the common terms of which have been published the first day of the month following the entry into force of the Mobility Law.
For more information, please contact our Corporate and M&A team:
David Paiva
Clémence Personne
Tel :