With the recent implementation of the EU Mobility Directive in Luxembourg, a new legal framework for cross-border transactions such as conversions, mergers and divisions has been introduced. This framework seeks to harmonise company mobility within the European Union and the European Economic Area while protecting stakeholders, including employees, creditors and shareholders.  

EU Mobility Directive: Key details

The EU Mobility Directive establishes two distinct regimes: the Special Regime and the General Regime. The special regime applies to cross-border transactions involving Luxembourg companies (public limited liability companies or SA, private limited liability companies or SARL and corporate partnerships limited by shares or SCA) and other EU-based companies. On the other hand, the general regime applies to domestic transactions and cross-border operations involving non-qualifying Luxembourg and EU companies.  

Main changes introduced

The framework for stakeholder protections focuses on strengthening the rights of minority shareholders, creditors and employees. These measures also include strict compliance with employee rights, which are supported by comprehensive reports that explain the legal and economic implications of the company’s operations.  

Luxembourg’s implementation of the EU Mobility Directive involves three phases: preliminary, approval and execution. Each phase has specific requirements, like double legality checks and reviews by independent experts. 

Timeline

The Luxembourg law implementing the directive was passed and published in the official gazette on 23 January 2025. It became effective on 2 March 2025. The new law applies to operations with restructuring plans published on or after 1 April 2025. The previous rules will apply to transactions with plans published prior to this date.  

Takeaway

The EU Mobility Directive is designed to streamline procedures while ensuring robust protections. Its implementation allows Luxembourg to maintain its competitive edge in facilitating cross-border business operations. It reinforces its position as a leader in corporate governance and financial services within the EU. 

For more information about the new legal framework or if you have any questions, please contact our Bolder Luxembourg team.  

Bolder Group does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. The Bolder Group accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.

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