Dutch bill on cross-border conversion, merger and demerger passed by lower and upper house



The bill implementing the Mobility Directive in the Netherlands was adopted without further debate by the Dutch House of Representatives on 1 June 2023 and by the Senate on 27 June 2023. To read more about the bill, see our previous article.
Pursuant to a memorandum of amendments, transitional law provisions have been included in the bill. This was done to facilitate completion of ongoing cross-border mergers, demergers and conversions in accordance with the current legislation.
The provisions of the bill do not apply to cross-border mergers if the merger proposal was filed with the Dutch Trade Register before the bill's entry into force. Equally, cross-border demergers and conversions are not caught by the bill's new regime if the demerger/conversion proposal was filed with the Dutch Trade Register or another EU member state's commercial register before the bill's entry into force.