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
Consultation on cross-border mergers and divisions
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.