Proposal for a Directive amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions

Author (Corporate)
Series Details COM (2018) 241
Publication Date 25/04/2018
Content Type

Summary:

Legislative proposal published by the European Commission in April 2018 setting out common procedures at EU level on how a company can move one Member State to another, merge or divide into two or more new entities across borders.

Further information:

In October 2017, the Court of Justice of the European Union clarified in a judgement (Case C-106/16) that freedom of establishment includes the right for a company to convert itself into a company governed by the law of another Member States, provided the requirements of the Member State of destination for incorporation are satisfied (cross-border conversion).

The proposal was adopted in line with the CJEU judgement. The draft law sets out a simplified procedure for companies to move their seat from one Member State to another. The new rules on cross-border conversions and divisions also include specific measures to help national authorities fight against abuse.

The Commission adopted the proposal on 25 April 2018 as part of a legislative package reforming EU company law. The European Parliament's plenary session adopted a negotiating position on 17 January 2019. The ambassadors from Member States adopted a general approach on behalf of the Council of the European Union on 30 January. An informal agreement between the co-legislators on a compromise text was reached on 13 March. The Parliament formally endorsed it on 18 April, followed by the Council on 18 November 2019.

Source Link https://eur-lex.europa.eu/legal-content/EN/HIS/?uri=COM:2018:241:FIN
Related Link(s)
Commentary and Analysis
EPRS: Briefing, September 2018: Initial Appraisal of a European Commission Impact Assessment http://www.europarl.europa.eu/thinktank/en/document.html?reference=EPRS_BRI(2018)621851
ECLE: Policy Papers, September 2018: The Commission’s 2018 Proposal on Cross-Border Mobility – An Assessment https://europeancompanylawexperts.wordpress.com/publications/the-commissions-2018-proposal-on-cross-border-mobility-an-assessment-september-2019/
EurActiv, 28/11/2018: Cross-border mobility in EU: Paris-Ile-de-France Chamber of Commerce and Industry comments on the proposal for a Directive https://www.euractiv.com/section/economy-jobs/opinion/cross-border-mobility-in-eu-paris-ile-de-france-chamber-of-commerce-and-industry-comments-on-the-proposal-for-a-directive/
European Law Blog, 10/07/2019: The cross border operations Directive: wider scope but more restrictions https://europeanlawblog.eu/2019/07/10/the-cross-border-operations-directive-wider-scope-but-more-restrictions/
Wildgen: Article, 13/09/2019: New Rules for Cross-border Conversions, Mergers and Divisions. Scope and Main Sensitive Provisions https://www.wildgen.lu/our-insights/article/new-rules-cross-border-conversions-mergers-and-divisions-scope-and-main

Official
EUR-Lex: SWD(2018)141: Impact assessment https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2018:141:FIN
EUR-Lex: SWD(2018)142: Executive summary of the impact assessment https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2018:142:FIN
European Parliament: Legislative Observatory: Procedure File for Proposal on Cross-border conversions, mergers and divisions https://oeil.secure.europarl.europa.eu/oeil/popups/ficheprocedure.do?reference=2018/0114(COD)
EP: Legislative Train: Cross-border conversion, mergers and divisions of companies http://www.europarl.europa.eu/legislative-train/theme-deeper-and-fairer-internal-market-with-a-strengthened-industrial-base-services-including-transport/file-cross-border-mobility-for-companies
European Commission: Press Release, 25/04/2018: Company law: Commission proposes new rules to help companies move across borders and find online solutions http://europa.eu/rapid/press-release_IP-18-3508_en.htm
European Commission: Memo, 25/04/2018: Frequently Asked Questions: New Company Law Rules http://europa.eu/rapid/press-release_MEMO-18-3509_en.htm
Council of the European Union: Press Release, 30/01/2019: EU to facilitate cross-border mobility of companies https://www.consilium.europa.eu/en/press/press-releases/2019/01/30/eu-to-facilitate-cross-border-mobility-of-companies/
European Commission: Statement, 13/03/2019: Commission welcomes agreement on the cross-border mobility of companies https://ec.europa.eu/commission/presscorner/detail/en/STATEMENT_19_1608
Council of the European Union: Press Release, 18/11/2019: EU makes it easier for companies to restructure within the single market https://www.consilium.europa.eu/en/press/press-releases/2019/11/18/eu-makes-it-easier-for-companies-to-restructure-within-the-single-market/

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