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.
https://www.irishstatutebook.ie/eli/2023/si/233/made/en/pdf
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.