New rules in Luxembourg for Cross-Border Mergers, Demergers & Transformations in the EU: What Luxembourg Companies Need to Know as from April 1st, 2025

On 17 February 2025, Luxembourg took a significant step in aligning with EU company law by transposing the Mobility Directive (Directive (EU) 2019/2121) into national legislation. The new law, which came into force on 2 March 2025, introduces a harmonised EU framework for cross-border mergers, divisions (demergers), and conversions (transformations) involving Luxembourg-based companies.

Here are five key things to know:

1. Applies Only to Certain EU Cross-Border Operations

The new law only applies to cross-border operations within the EU and is restricted to Luxembourg companies such as S.A. (société anonyme), S.à r.l. (société à responsabilité limitée), and S.C.A. (société en commandite par actions). Transactions involving non-EU countries or purely domestic restructurings remain governed by existing national laws.

2. Mandatory Scrutiny for Abuse by Notaries

To prevent misuse of cross-border reorganisations, Luxembourg notaries now play a key role in assessing whether a transaction may be pursued for abusive, fraudulent, or criminal purposes. If there are serious doubts, the notary can refuse to issue the pre-operation certificate, effectively halting the process.

3. Protections for Minority Shareholders

Dissenting shareholders are granted an exit right—they can request a cash payment for their shares. Additionally, they may challenge the share exchange ratio in court within one month of the general meeting. However, such challenges won’t delay the transaction from proceeding.

4. Creditor Safeguards

Creditors with claims that predate the publication of the restructuration plan can seek protection if the transaction puts their claims at risk and no adequate guarantees are offered. They have three months to notify the company and apply to the court for safeguards.

5. Effective Date of Provisions

The new rules will apply only to transactions whose draft terms are published on or after 1 April 2025. Deals with draft terms published before that date will follow the previous legal framework.

Final Thoughts

This reform strengthens legal certainty, promotes fair treatment of stakeholders, and aligns Luxembourg law with modern EU standards. Businesses considering a cross-border restructure should plan ahead and seek legal advice to ensure compliance with these new rules.

If you’d like tailored support on cross-border operations or corporate reorganisations, our team at BLBinLaw Luxembourg is here to help.