The Entry into Force of Bill of Law No. 8053 on Cross-Border Corporate Restructuring

The Entry into Force of Bill of Law No. 8053 on Cross-Border Corporate Restructuring

The Law of February 17, 2025, transposing the EU Mobility Directive and amending Luxembourg Company Law, was published in the Official Gazette on February 26, 2025 and took effect on March 2.

This law, long-awaited, positions Luxembourg back into alignment with EU Member States on corporate cross-border reorganization rules.

I. Objective of the Mobility Directive

The Directive harmonizes mergers, divisions, and cross-border transformations across the EU. For the first time, there is now a formal legal structure for such transformations, which had previously relied on legal uncertainty.

The new law introduces EU cross-border conversions, allowing companies to change their legal form within the EU without dissolving the entity.

II. Key Changes

A. EU Cross-Border Conversions

Companies may now convert legal form between EU states without dissolution, provided they comply with the host country’s requirements and transfer their registered office.

B. Simplified Procedures

Bill No. 8053 clarifies and streamlines restructuring processes. Shareholders gain enhanced rights, including the right to withdraw. Protection is strengthened for workers and creditors.

Shareholder meetings approving reorganizations may now modify the transaction terms or add conditions. Sole-shareholder companies retain simplified reporting exemptions.

C. Broader Scope of Corporate Transformations

Beyond office relocation, the law now covers full legal structure changes, making reorganizations more flexible.

D. Legal Certainty

Two legality checks are required—one from the originating country and one from the host. In Luxembourg, notaries are designated to issue these certificates.

E. Reorganization of Title 10

Title 10 of the 1915 Company Law is reorganized to better align with EU standards for mergers, divisions, and conversions.

F. Enhancing Luxembourg’s Financial Reputation

These reforms strengthen Luxembourg’s position as an EU financial hub, simplifying corporate operations across borders.

The law applies to reorganizations with terms published from April 1, 2025 onward. Transition provisions are still under interpretation for transformations that didn’t previously require terms.

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