Insights Blog

The European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (the “Mobility Regulations”) were signed into law last week giving effect to Directive 2019/2121/EU as regards cross-border conversions, mergers and divisions (the “Mobility Directive”):

  • Cross-Border Conversions – a limited liability company may “convert” into the legal form of a destination EEA state, while retaining its legal personality;
  • Cross-Border Divisions – a limited liability company may divide its assets and liabilities amongst newly formed recipient companies in another EEA member state or states;
  • Cross-Border Mergers – the Mobility Regulations set out an updated procedure for cross-border mergers, including “simplified formalities” for certain mergers, and revoke the 2008 Irish legislation governing cross-border mergers (save where an Irish merging company has delivered common draft terms and notice to the CRO before 24 May 2023).

The Mobility Regulations set out the framework as a matter of Irish law for both “inbound” and “outbound” cross-border operations.