12 June 2023

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

Reinier Kleipool+ 2 other experts

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.