The Hogan Lovells International LLP Cross-Jurisdictional Guide provides an overview of the status of the implementation of the Directive (EU) 2019/2121 of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Mobility Directive) in each individual EU Member State. This guide can be accessed free of charge on the website of Hogan Lovells here.
Read the Introduction for additional details on the scope of this guide. The overview also covers key aspects of the Mobility Directive in Estonia, Latvia, and Lithuania that has been prepared by COBALT.
In Estonia, the Mobility Directive has been implemented into national law. It was transposed by the law amending the Commercial Code and other related acts (cross-border movement of companies) (Äriseadustiku muutmise ja sellega seonduvalt teiste seaduste muutmise seadus (äriühingute piiriülene liikumine)) of 7 December 2022 (“Estonian Implementation Act”). The Estonian Implementation Act primarily supplements and amends the Commercial Code (“Estonian Commercial Code”) and Community-scale Involvement of Employees Act, while the other acts were mostly supplemented by technical amendments. The Estonian Implementation Act has come into force on 1 February 2023 apart from one pending technical amendment which comes into force on 1 September 2023. Read more. Prepared by COBALT Managing Associate Jesse Kivisaari and Assistant Lawyer Paul Schifrin.
In Latvia, the Mobility Directive has been implemented into national law. It was mainly transposed by the amendments to the Commercial Law (Grozījumi Komerclikumā) of 11 May 2023 (“Latvian Implementation Act”) and some other related laws. The Latvian Implementation Act has come into force on 1 June 2023. Read more. Prepared by COBALT Partner Guntars Zīle, Senior Associate Diāna Zepa and Associate Vadims Zvicevičs.
In Lithuania, the Mobility Directive has been implemented into national law. It has been transposed by partially amending the current wording of the Law on cross-border mergers of limited liability companies in the Republic of Lithuania (Lietuvos Respublikos vienos valstybės ribas peržengiančio ribotos atsakomybės bendrovių jungimosi įstatymas) valid since 1st December 2022, the new wording of which will enter into force on 31st August 2023 (the Lithuanian Implementation Act). The Lithuanian Implementation Act will partially amend the current wording of the Law of the Republic of Lithuania on the participation of employees in a company following a cross-border merger of limited liability companies (Lietuvos Respublikos įstatymas dėl darbuotojų dalyvavimo bendrovėje po vienos valstybės ribas peržengiančio ribotos atsakomybės bendrovių jungimosi) valid since 1st December 2022, which came into force on 31st August 2023. Read more. Prepared by COBALT Partner Dr. Jouzas Rimas and Associate Ieva Milkamanavičiūtė.