Luxembourg has now completed the transposition of the Mobility Directive (Directive (EU) 2019/2121) amending Directive (EU) 2017/1132 to harmonize rules regarding cross-border conversions, mergers, and divisions within the EU (the “Mobility Directive”).
Luxembourg transposition was achieved by the adoption of the Luxembourg law dated 17 February 2025 (the “New Law”) which was published in the Luxembourg Official Journal on 27 February 2025 and entered into force on 2 March 2025. This long-awaited legislation brings Luxembourg in line with EU standards, modernizing its corporate framework while reinforcing its reputation as a hub for cross-border corporate activities. The new rules aim to enhance legal certainty and facilitate the mobility of companies across the European Union.
This article provides practical guidance on the key changes introduced by the New Law, assessing its impact on corporate restructuring processes, procedural requirements, and compliance considerations for businesses engaging in cross-border operations. Beyond highlighting the opportunities created by this reform, it also addresses the challenges and missed opportunities that arise from its implementation, offering a critical perspective on its effectiveness in enhancing corporate mobility.