Company Law, Modernisation of Company Law and Enhancement of Corporate Governance, Cross-border mergers

Cross-border mergers

Directive 2005/56/EC facilitates the cross-border mergers of limited-liability companies. It fills an important gap in European company law by setting up a simple framework in which, as a general rule, each merging company is governed by the provisions of its national law applicable to domestic mergers.

The directive was the first measure adopted under the Commission’s 2003 Action Plan on company law and corporate governance in the European Union.

The transposition deadline of the directive expired on 15 December 2007.

  Consultation on cross-border mergers and divisions  
08.09.2014 The European Commission has launched a consultation on cross-border mergers and divisions in order to collect information, which would allow the Commission to assess the functioning of the existing EU legal framework for cross-border operations of companies and any potential need for changes in the current rules. The consultation will run until 1 December 2014.  
  Studies on Cross-Border Merger Directive  
07.10.2013 Study on Cross-Border Merger Directive prepared by Bech-Bruun and Lexidale for the Commission PDF  
  Scope of the rules and competent authorities  
12.01.2009 Scope of the rules and competent authorities PDF - 180 KBEnglish  
Member States have requested the Commission to gather information on the following matters:
  • the types of companies which are subject to the rules of the cross-border merger directive in the different Member States and EEA countries,
  • the national authorities competent to issue a pre-merger certificate (Article 10), to scrutinise the legality of a merger (Article 11) and to register a merger (Article 13).

The gathered data is only for information. Member States have no legal obligation to supply data on the matters above. The table will be updated if further information becomes available.

  Cross-border mergers Directive adopted and published  
29.11.2005 Press release  
25.11.2005 Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies

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  Adoption by the Council of the Cross-Border Mergers Directive  
20.09.2005 Press release of the Council PDF - 120 KBEnglishFrançais
27.07.2005 Provisionary version of the Cross-Border Mergers Directive PDF - 180 KBEnglish
  Adoption of the European Parliament opinion on the Cross-Border Mergers Directive  
10.05.2005 Statement by Charlie McCREEVY, European Commissioner for Internal Market and Services  
  Council agreement  
25.11.2004 Press release  
  Commission proposes Directive on cross-border mergers  
18.11.2003 Press release  
  Frequently asked questions  
  Full text of the proposal  

 

Last update: 08.09.2014