Bill for implementation of mobility directive adopted by House of Representatives

The House of Representatives today adopted the bill "Implementation of the Directive on Cross-Border Conversions, Mergers, and Demergers." The bill will now be considered by the Senate. The effective date is not yet known.

The bill implements Directive (EU) 2019/2121 , also known as the Mobility Directive. With this directive, the European Commission aims to simplify the cross-border conversion, merger, and division of limited liability companies and thus promote freedom of establishment within the EU. The bill provides a transitional arrangement for existing cross-border transactions.

Fraud test
The notary is designated as the competent authority in the Netherlands to issue the pre-certification and the final certificate. A fraud test is introduced for the pre-certification. If the notary determines that the cross-border conversion, merger, or demerger was set up for unlawful, fraudulent, or criminal purposes, they must refuse their services and not issue the certificate.

No aggravation
According to the explanatory memorandum accompanying the bill, the fraud test aligns with the current role of the notary as a gatekeeper. The fraud test serves the same purpose as the notarial gatekeeper role, aligns with the notary's current duties under the Wna (Dutch Civil Code), and is therefore no more rigorous, extensive, or in-depth than the current test for cross-border mergers.

Practical guidelines
The bill allows the Royal Dutch Association of Civil-Law Notaries (KNB) to issue practical guidelines for the fraud test. The Royal Dutch Association of Civil-Law Notaries (KNB) is working on this in close consultation with experts in the notarial field. These practical guidelines are expected to be ready before the new legislation takes effect.