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 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.

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Commentary and Analysis
EPRS: Briefing, September 2018: Initial Appraisal of a European Commission Impact Assessment

EUR-Lex: SWD(2018)142: Executive summary of the impact assessment
European Commission [FAQ]: New Company Law Rules
EUR-Lex: SWD(2018)141: Impact assessment
European Commission: Press Release, 25.04.18: Company law: Commission proposes new rules to help companies move across borders and find online solutions
EP: Legislative Train: Cross-border conversion, mergers and divisions of companies
European Parliament: Legislative Observatory: Cross-border conversions, mergers and divisions
Council of the European Union: Press Release, 30.01.19: EU to facilitate cross-border mobility of companies

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