On 1 June 2023, the Dutch draft bill to implement the Directive (EU) 2019/2121 on cross-border mergers, demergers and conversions (the “Mobility Directive”) was adopted by the House of Representatives (Tweede Kamer). The objective of the Mobility Directive is to provide a new legal framework with comprehensive procedures for legal mergers, demergers and conversions.
The bill will continue to follow the parliamentary procedure in the Senate (Eerste Kamer). If none of the members of the Senate request a written preparation, the bill is scheduled to be adopted by the Senate on 27 June 2023.
As the Mobility Directive should have been implemented by 31 January 2023, the European Commission sent a formal notice of infringement to several EU Member States, including the Netherlands, on 22 March 2023. Therefore, it is expected that the aim shall be to have the bill enter into force without further delay after adoption by the Senate.
Pursuant to a transitional provision in the bill, the additional formalities introduced by the bill will not apply to cross-border transactions for which the transaction documentation was deposited with the relevant register before the bill enters into force. Please see The Mobility Directive – Dutch transitional provision introduced | Linklaters for further details on this transitional provision.
For more information on the status of the Mobility Directive in other EU Member States see our Implementation Tracker.
For further information, please contact:
Guido Portier, Partner, Linklaters
guido.portier@linklaters.com
