Does moving only a company's central administration (head office) from another EU Member State to Luxembourg fall within the scope of the EU Mobility Directive?
In previous years, Luxembourg has seen some EU based companies transferring their central administration – or head office – from other EU Member States to the Grand Duchy, while keeping their registered office in their country of origin. The legal implementation of such partial relocations, however, remained unclear.
Under Luxembourg company law, a company's domicile and nationality is determined by the seat of its central administration. While the law assumes that the central administration – or head office – and the registered office coincide, it also recognises that they may be distinct. A company with its head office in Luxembourg is subject to Luxembourg law, regardless of where its registered office is located.
If the country of origin instead defines domicile solely by registered office, the transfer of the head office can produce "dual nationality" – the company remains tied to the nationality of its original EU jurisdiction while acquiring Luxembourg nationality.
Despite this implicit acceptance, until recently Luxembourg lacked specific legislation governing a stand-alone transfer of central administration. Has this changed in the meantime?
Recent legal developments
With the adoption of the Mobility Law on 23 January 2025, which implements the EU Mobility Directive into national law, Luxembourg has introduced new rules to govern cross-border corporate conversions, mergers and divisions. In force since 2 March 2025, such legislation aims to harmonise these operations across the EU Member States.
But does it apply to companies that only transfer their head office to Luxembourg?
Does the mobility regime apply?
According to the revised Luxembourg company law, three conditions must be met for an operation to qualify as a cross-border conversion under the mobility regime:
- Corporate form: The company must be a private limited liability company (SÀRL), a public limited liability company (SA) or a partnership limited by shares (SCA).
- Change of legal form: The company must, without being dissolved/liquidated or put into liquidation, convert its legal form.
- Transfer of registered office: The company must at least transfer its registered office to another Member State.
In cases where only the central administration moves – leaving the registered office in place – the third condition would not be met. As such, the mere relocation of the head office would not satisfy the definition of a cross-border "conversion" and would fall outside the scope of the mobility regime.
Business impact
While the new regime offers clarity and harmonisation for full EU cross-border conversions, it leaves partial relocations – like head office transfers to Luxembourg – unregulated under the Mobility Directive. For businesses, this creates both risk and opportunity: on the one hand, uncertainty around legal implementation; on the other, a degree of flexibility in structuring such relocations.
Conclusion
The Mobility Directive represents a step forward in aligning EU cross-border conversion rules. But for companies seeking to relocate only their operational hub to Luxembourg, the path remains legally challenging – and in need of further clarification.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
