The EU Directive 2019/2121 amending Directive 2017/1132 as regards cross-border conversions, mergers, and divisions, referred to as the “Mobility Directive” has been transposed into Maltese law on the 31st of January 2023.
The Mobility Directive is aimed at further enhancing the freedom of establishment of companies by creating a harmonized legal framework applicable to all Member States in the sphere of cross-border movement of limited liability companies, particularly cross-border divisions and conversions, which up until the coming into force of the Mobility Directive were largely dependent on fragmented national Member States’ legislation. This legal framework may result in an increased level of cross-border movement of limited liability companies, due to a reduction of costs in performing such mobility operations, especially SMEs, and also in the enhancement and further realization of advantages associated with the EU’s Single Market.
Three new Regulations under the Companies Act were published, namely
- Cross-border Conversions of Limited Liability Companies Regulations
- Cross-border Mergers of Limited Liability Companies Regulations and
- Cross-border Divisions of Limited Liability Companies Regulations.
To this effect, the existing Cross-border Mergers of Limited Liability Companies Regulations (S.L. 386.12) were repealed in order to be replaced by the above-mentioned Regulations.