Articles — Posted on 27-06-2023

Bill on cross-border conversion, merger and demerger adopted by the Senate

The Senate today adopted the bill Implementing the Directive on Cross-Border Conversions, Mergers, and Demergers. The date of entry into force is expected to be announced next week.

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. The bill was adopted by the House of Representatives on June 1, 2023.

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

Source: Royal Dutch Association of Civil-Law Notaries

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