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Cross-Border Conversions, Mergers and Divisions Directive

Directive (EU) 2019/2121 of the European Parliament and Council amending Directive (EU) 2017/1023 as regards cross-border conversions, mergers and divisions

Directive (EU) 2019/2121 adopted on 27 November 2019, amends the provisions of Directive (EU) 2017/1132 on cross-border mergers and creates harmonised rules on cross-border conversions and divisions. The European Commission adopted the Proposal for this Directive in April 2018 and the Department of Enterprise, Trade and Employment conducted a public consultation on the Proposal in May 2018.

This Directive is part of the EU Commission’s Company Law Package: making the best of digital solutions and providing efficient rules for cross-border operations. This Directive seeks to meet the objective of an internal market without internal borders for companies, and to reconcile this with the objective of social protection, including additional rules to provide for rights to information and participation for employees and protection for members and creditors.

As an EU Member State, we are obliged to implement this Directive, however it includes some Member State options for which this Department conducted a public consultation, which concluded in October 2020.  

This Directive must be transposed by 31 January 2023.