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 relevant committee adopted the negotiating position on 6 December. Ambassadors from Member States adopted a general approach on behalf of the Council of the European Union on 30 January 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

Official
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 Commission [FAQ]: New Company Law Rules http://europa.eu/rapid/press-release_MEMO-18-3509_en.htm
EUR-Lex: SWD(2018)141: Impact assessment https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=SWD:2018:141:FIN
European Commission: Press Release, 25.04.18: 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
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 Parliament: Legislative Observatory: Cross-border conversions, mergers and divisions http://www.europarl.europa.eu/oeil-mobile/fiche-procedure/2018/0114(COD)
Council of the European Union: Press Release, 30.01.19: 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/

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