The general regime applies to domestic and non-EU cross-border Reorgs and certain EU cross-border Reorgs that are not covered by the Mobility Directive. Under the general regime, certain existing procedures, such as the absence of exit rights and notarial legality controls for certain Reorgs, continue to apply after April 1, 2025, while certain enhancements, such as a simplified process for mergers between sister companies, apply as from that date. 

The special regime applies to EU cross-border Reorgs involving Luxembourg limited liability companies and Luxembourg partnerships limited by shares. 

Key features of the special regime include (i) enhanced stakeholder protection, notably through expanded information rights, (ii) stronger rights for shareholders, creditors and employees, including an exit right for dissenting shareholders and (iii) clearer creditor protection rules. Additionally, increased notarial oversight expands the responsibilities of Luxembourg notaries to verify the legality of cross-border transactions, ensuring compliance with all legal and procedural requirements and preventing abusive or fraudulent practices, including tax evasion.

For US companies with subsidiaries or operations in Luxembourg, the implementation of the Mobility Directive presents both opportunities and challenges. By establishing a harmonised EU framework, it clarifies the procedural and legal requirements for cross-border Reorgs and thus reduces ambiguities related to compliance, regulatory approvals and shareholder protections. This enables US companies to implement EU subsidiary Reorganisations with greater predictability and confidence in cross-border transactions. However, increased scrutiny (i.e., the aforementioned notarial legality check, required reports to any employees and minority protections) means that US companies should anticipate additional compliance steps, which will extend transaction timelines.

In summary, Luxembourg’s implementation of the EU Mobility Directive offers US companies more legal certainty to restructure their European operations. However, Reorgs that are subject to the special regime require careful planning and strict adherence to the new legal framework to fully capitalise on its benefits while ensuring compliance.   

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