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


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.

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Commentary and Analysis
EPRS: Briefing, September 2018: Initial Appraisal of a European Commission Impact Assessment
ECLE: Policy Papers, September 2018: The Commission’s 2018 Proposal on Cross-Border Mobility – An Assessment
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
European Law Blog, 10/07/2019: 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

EUR-Lex: SWD(2018)141: Impact assessment
EUR-Lex: SWD(2018)142: Executive summary of the impact assessment
European Parliament: Legislative Observatory: Procedure File for Proposal on Cross-border conversions, mergers and divisions
EP: Legislative Train: Cross-border conversion, mergers and divisions of companies
European Commission: Press Release, 25/04/2018: Company law: Commission proposes new rules to help companies move across borders and find online solutions
European Commission: Memo, 25/04/2018: Frequently Asked Questions: New Company Law Rules
Council of the European Union: Press Release, 30/01/2019: EU to facilitate cross-border mobility of companies
European Commission: Statement, 13/03/2019: Commission welcomes agreement on the cross-border mobility of companies
Council of the European Union: Press Release, 18/11/2019: EU makes it easier for companies to restructure within the single market

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