On January 23, 2025, the Luxembourg Parliament
adopted the Bill of Law 8053, which modernizes the
law of August 10, 1915, on Luxembourg commercial companies (the
"1915 Law") and the law of December 19,
2002, on the register of commerce and companies and the accounting
and annual accounts of companies (the "2002
Law"), by transposing Directive (EU) 2019/2121 of
November 27, 2019, as regards cross-border conversions, mergers and
divisions (the "Mobility Directive")
into Luxembourg law, introducing a harmonized legal framework for
cross-border conversions, mergers, and divisions.
The Mobility Directive, designed to enhance corporate mobility
while ensuring legal certainty and stakeholder protection, brings
substantial innovations. It introduces EU cross-border conversions,
allowing companies to migrate across EU Member States while
preserving legal continuity, and EU cross-border divisions. The
Mobility Directive harmonises the existing rules for
