On 27 November 2019, the Directive (EU) 2019/2121 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Mobility Directive) was adopted. The Mobility Directive is amending the so-called Consolidated Company Law Directive (Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law (CLD), OJ L 169).
The Mobility Directive became effective on 1 January 2020. The Mobility Directive harmonizes the existing legal framework for cross-border mergers and for the first time also includes codifications on cross-border divisions and conversions (i.e. cross-border changes of legal form).
By 31 January 2023 the implementation deadline ended. However, the implementation practice in the Member States up to this date can be described as mixed. Even though the implementation deadline has already expired, not all EU Member States have implemented the Mobility Directive to date.
This cross-jurisdictional guide provides an overview of the status of the implementation of the Mobility Directive in the individual Member States. For this overview, we will first summarize the key aspects of the Mobility Directive. Thereafter we will describe the status of implementation in each Member States. To the extent that the implementation is in line with the Mobility Directive, the individual country reports will refer to the summary of the key aspects of the Mobility Directive. Where the implementation deviates from the Mobility Directive or makes use of an optionality allowed thereunder, the individual country reports will describe such deviations in more detail.
The analysis for the individual Member States can be accessed by selecting a country/region from the map or by selecting “countries” for a drop-down list. The menu also allows to compare the status of implementation in two or more Member States.
Authored by Dr. Tim Oliver Brandi, Dr. Mike Karl Schmidt and Julia Dingeldey with contributions by Hogan Lovells offices from other EU Member States and by external law firms from those EU Member States where Hogan Lovells does not have an office.