In less than a year, four international companies have set up headquarters in Luxembourg so that they can “simply” transpose what already exists by transforming it. (Photo: Shutterstock)

In less than a year, four international companies have set up headquarters in Luxembourg so that they can “simply” transpose what already exists by transforming it. (Photo: Shutterstock)

The grumpy will have missed it: less than a year after the adoption of Bill 8053, Luxembourg is beginning to reap the benefits of the way it transposed the European Directive on cross-border transformations, mergers and divisions. Criteo, Atari, Koryx Copper and Opap-Allwyn have all understood this. Or rather their lawyers have, while the country is not blustering so as not to upset our “brilliant” neighbours.

This is the story of a Luxembourg delay. One of those delays like so many others in the transposition of European directives, due to a lack of time or desire on the part of the institutions that are bombarding the Member States with regulations that are piling up. And at first sight, the implementation of the transposition of the European directive on cross-border transformations, mergers and divisions was… just another implementation of a transposition of a European directive.

However, behind this technical work lies a much more strategic reality: Luxembourg has managed to preserve—and even strengthen—its position in the European competition to attract company headquarters. A technical text. But a very concrete issue. The law adopted in February 2025, which lays down the rules of the game when a company decides to change legal country while continuing to exist, is a bit like moving house without demolishing it. You change the address, but the structure remains intact. And this is precisely the mechanism that several companies are using today.

Criteo has thus obtained the agreement of its shareholders to transfer its registered office from France to Luxembourg while retaining its legal personality and its listing on Nasdaq. Atari followed the same logic, announcing that it would be re-registered in the Grand Duchy in parallel with a share consolidation. In a different vein, Opap also used a Luxembourg structure as part of a strategic deal with Allwyn, while Koryx Copper chose Luxembourg as its European base.

No gold-plating

Four cases. The same mechanism. On paper, the European directive aims to provide a better framework for these cross-border transactions. In particular, it introduces two important new features: anti-abuse control and a right of withdrawal for minority shareholders. The aim is clear: to avoid purely artificial arrangements and protect stakeholders. But this protection comes at a price.

According to the Ordre des avocats du Barreau de Luxembourg at the time of examining the draft law tabled under the previous majority, these new procedures risk limiting companies’ freedom of establishment by imposing tighter controls on transactions and allowing minority shareholders to exit during a cross-border transformation. In other words, the directive makes operations more cumbersome.

Luxembourg therefore had a choice to make. Toughen the rules. Or preserve its flexibility. The government chose the second option. The transposition strategy is based on a simple principle, often repeated in institutional opinions: “The whole directive, nothing but the directive”. In practice, this means two things. On the one hand, strict compliance with European obligations. On the other, avoid any over-transposition that would make operations more complicated than necessary. A delicate balance.

The Chamber of Commerce has welcomed this approach, stressing that the aim is to preserve the flexibility of Luxembourg law by using all the room for manoeuvre left by the European text. The idea is simple: if the directive imposes constraints, we might as well not add others. The Chamber of Notaries shares this view. In its view, limiting the new rules to the transactions strictly covered by the directive makes it possible to maintain the attractiveness of Luxembourg company law.

Lawyers welcome the balances

Specialist law firms come to the same conclusion. In their analyses published after the adoption of the law, several major firms in the marketplace—Arendt & Medernach, NautaDutilh, CMS, BSP, Kleyr Grasso, VDB Law and BDO—stress that Luxembourg has succeeded in a “pragmatic” transposition that maintains a competitive framework for international restructurings.

According to the lawyers at NautaDutilh, the reform introduces a “special harmonised regime” for cross-border transformations, mergers and divisions, which now offers international groups a clearer legal framework for their European restructurings. CMS, for its part, stresses that this new regime provides greater legal certainty, even if the procedure becomes more structured and potentially longer.

At Arendt, the analyses highlight the balance struck by the legislator between the protection of stakeholders and the need to preserve Luxembourg’s attractiveness as a jurisdiction for international groups. BSP and VDB Law, for their part, stress that this European harmonisation strengthens the predictability of cross-border transactions, a key factor for investors and listed companies.

Same reading at Kleyr Grasso: the firm notes that the reform maintains the historical flexibility of Luxembourg law while incorporating European requirements in terms of transparency and protection of third parties.

In practice, this translates into a very precise legal architecture. The law creates separate chapters in the 1915 law for European cross-border transformations, mergers and divisions. The aim is to bring these operations together within a specific framework, without disrupting the general restructuring regime. It is a bit like installing a new module in an engine without touching the rest of the mechanics.

No letterbox

The most sensitive point, however, remains the anti-abuse control. The directive aims to prevent the creation of “letterbox” companies designed to circumvent European or national law. But the Luxembourg legislator has taken care to provide a pragmatic framework for this control. The notary responsible for verifying the transaction has only a best endeavours obligation. He must check the legality of the transaction and point out any obvious abuses, but he is not required to judge the economic opportunity of the transaction.

To put it plainly: he checks the solidity of the bridge. It does not decide where the car should go. This clarification is essential for companies. It limits legal uncertainty and prevents the procedure from becoming an unpredictable administrative filter.

This does not mean that the system is perfect. Indeed, the Chamber of Commerce has warned of the costs and potential unpredictability of anti-abuse control, as well as the procedural complexity that the directive may entail. In its overall assessment, it nevertheless considers that the project remains favourable to the competitiveness of the Luxembourg economy, even if the financial impact on companies could be negative in certain cases. Analyses by CMS and BDO also acknowledge that some operations could take longer than before. But most firms believe that the legal certainty provided by the new framework more than compensates for these constraints.

The right of minority shareholders to withdraw is the other major new feature. This mechanism allows shareholders opposed to a cross-border transformation to exit the company in return for financial compensation. This is an important protection for investors. But for companies, it can also make certain transactions more expensive. A safeguard. And a potential cost.

Predictability and stability

In the case of Criteo, for example, the cross-border transformation makes it possible to move the registered office without dissolving the company, while maintaining continuity of contracts, financing and stock market listing. For a company listed in the United States, this continuity is crucial. It avoids having to rebuild the entire legal structure. The same logic applied to Atari, which combined a redomiciliation with a capital transaction. In this type of restructuring, the stability of the legal framework becomes a decisive factor.

Bottom line, Bill 8053 is not intended to provoke a massive wave of relocations. It plays another role. To prevent Luxembourg from losing ground. In a European market where there is constant regulatory competition between jurisdictions, the slightest rigidity can cause operations to flee to other countries. By transposing the directive without adding any additional constraints, Luxembourg has chosen a defensive but effective strategy. Keep it simple. Stay predictable. Remain competitive.

One year after its adoption, Bill 8053 has not revolutionised the European headquarters landscape. But it has strengthened one of Luxembourg’s key assets: its ability to offer a stable and transparent legal framework for international restructuring. And in the world of large companies, this stability is often worth more than a spectacular advantage.

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