In brief
On 23 January 2025, the Luxembourg parliament adopted draft Bill No. 8053 (“Law“), transposing Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions, commonly known as the Mobility Directive, into Luxembourg law.
This Law introduces significant changes to Luxembourg’s legal framework on corporate conversions, mergers and divisions, particularly for cross-border operations within the European Economic Area (EEA), while providing certain clarifications on domestic and non-EEA cross-border transactions, which are otherwise maintained.
As the State Council waived its constitutional vote on 4 February 2025, the Law will enter into force four days after its publication in the Luxembourg Official Journal.
For further insights on how these changes may impact your cross-border restructuring plans, please get in touch with your usual Baker McKenzie contact.
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