Transfer of registered office to Luxembourg: procedure

Transfer of registered office to Luxembourg: what is the procedure?

The transfer of a registered office to Luxembourg has used, since the law of 17 February 2025, the European cross-border conversion procedure: the company changes the legal form under which it is registered in its departure State, transfers at least its registered office to Luxembourg and keeps its legal personality, without being dissolved or wound up.

That law amends the amended law of 10 August 1915 on commercial companies and the amended law of 19 December 2002 on the trade and companies register, in order to transpose Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019. The consolidated text of the 1915 law applicable from 2 March 2025 carries the new chapter devoted to cross-border conversions. The corresponding bill, file 8053 of the Chamber of Deputies, places publication in Mémorial A no. 67 of 26 February 2025.

What the operation delivers fits into one sentence of the directive: the converted company keeps its assets, its liabilities and all of its rights and obligations, including those arising from contracts, acts or omissions. There is therefore no business transfer to negotiate, no new VAT number to have accepted by customers, and no contract to renegotiate because a party has changed. That is precisely what incorporating a Luxembourg subsidiary followed by a transfer of activity cannot deliver, and it is why the two routes cannot be compared on deed costs alone.

We regularly see files where the director announces "we are moving the registered office to Luxembourg" while thinking of an ordinary amendment to the articles, and then discovers a six-to-nine-month timetable, two supervisory authorities and an independent expert report. The order of magnitude of incorporation fees is set out on our company formation in Luxembourg page; a cross-border conversion sits elsewhere, because it mobilises a notary, an expert and two national laws in parallel.

Which companies may transfer their registered office to Luxembourg?

The European framework for the transfer of a registered office to Luxembourg covers only limited liability companies from another Member State, having within the Union their registered office, central administration or principal place of business, and adopting a Luxembourg limited liability form.

On the Luxembourg side, the legislature deliberately narrowed the scope. The Council of State's opinion on file 8053 notes that the text limits the new regimes drawn from the Mobility Directive to the strict minimum: European cross-border conversions, mergers and divisions concern only those Luxembourg companies listed in Annex II to the directive, namely the société anonyme, the société à responsabilité limitée and the société en commandite par actions. A company wishing to arrive under another form, an SCSp or an SCS for instance, falls outside the regime.

The same minimal transposition rules out cross-border conversions involving third States, as well as cross-border divisions by absorption. A Swiss, British or American company therefore has no harmonised procedure for becoming Luxembourgish: the operation depends first on the law of its departure State, which must accept that it survives the transfer, and it is then built on the Luxembourg connecting rule set out below. That is the costliest gap between an intra-European file and a non-European one.

A distinct regime exists for the European company. Guichet.lu states that the seat of an SE may be transferred to another Member State without loss of its legal personality, provided the real seat follows as well, and that the transfer gives rise to neither dissolution nor the creation of a new legal person. Registration with the trade and companies register then requires a certificate, issued by the authority of the departure State, conclusively attesting to the completion of the acts and formalities prior to the transfer. Symmetrically, transferring an SE outside the Union entails the dissolution of the SE.

The deadlines that set the pace of an inbound transfer

The transfer of a registered office to Luxembourg follows a sequence of deadlines set by the directive: one month before the general meeting, five working days for observations, one month for dissenting members, three months for creditors.

Everything starts with draft terms of cross-border conversion, together with a report from the management body addressed to the members and to the employees. An independent expert then examines the draft terms and draws up a report made available to the members at least one month before the general meeting. Neither that examination nor that report is required if all the members have so agreed, which is common in a wholly owned group.

The expert may be a natural or a legal person, is entitled to obtain from the company all information necessary for the discharge of the expert's duties, and national law must govern at least the expert's civil liability, independence and absence of conflict of interest.

Disclosure comes before the meeting. A notice informs the members, the creditors and the employees' representatives, or where there are none the employees themselves, that they may submit observations on the draft terms at least five working days before the date of the general meeting. Approval of the draft terms, and of any amendment to them, requires a majority of not less than two thirds but not more than 90 % of the votes attached to the shares or to the subscribed capital represented at the meeting, and the threshold may not be higher than the one national law provides for the approval of cross-border mergers.

Two protections follow the vote. Members who voted against must at a minimum be able to dispose of their shares for adequate cash compensation, the period for declaring the exercise of that right not exceeding one month after the meeting, and the compensation having to be paid within a period ending no later than two months after the operation takes effect.

Creditors whose claims arose before publication of the draft terms and are not yet due may, within three months of that publication, apply to the appropriate administrative or judicial authority for adequate safeguards, provided they credibly demonstrate that the operation jeopardises the recovery of their claim and that they have not obtained satisfactory safeguards.

Pre-conversion certificate and legality scrutiny: who checks what

A transfer of registered office to Luxembourg goes through two successive reviews: the departure State issues a pre-conversion certificate within three months, then the destination State carries out its legality scrutiny within three months of receiving the approval documents.

The application for the certificate must be accompanied in particular by the draft terms of cross-border conversion and by the report provided for in the directive. The three-month deadline gives way to a serious suspicion of an abusive or fraudulent operation: the certificate must not be issued where the conversion is carried out for abusive or fraudulent purposes leading to or aiming at the evasion or circumvention of Union or national law, or for criminal purposes.

Where it is refused, the authority informs the company of the grounds for its decision and may give it the opportunity to fulfil the missing conditions within an appropriate period, which the Luxembourg bill caps at three months.

Once obtained, the certificate is accepted as conclusive evidence of the proper completion of the pre-conversion procedures and formalities in the departure State. The destination State therefore does not redo the departure State's work: it reviews what falls to it. In Luxembourg, that legality scrutiny is entrusted to the notary for the part of the procedure concerned. The Chamber of Notaries pointed out in the preparatory works that the decision to approve the conversion belongs to the members or the shareholders, not to the notary: the notary reviews legality, the notary does not stand in for the meeting.

The switch between registers closes the operation. The register of the destination State informs the register of the departure State that the conversion has taken effect, and the registration in the departure State is struck off or withdrawn immediately after receipt of that notification. The order matters: the striking off follows the taking of effect, it does not precede it, and a properly run company is at no point without a registration. The directive adds that a conversion which has taken effect in accordance with its rules may not be declared null and void.

The employment side sits in a separate text. A chapter of the Labour Code, at articles L. 426-13 to L. 426-27, deals with the information, consultation and participation of employees in the event of a cross-border merger, conversion or division; it results from a second law, of 25 March 2025, arising from parliamentary file 8225. The Chamber of Commerce had criticised the complexity of the regime and asked that both texts be voted, published and brought into force at the same time.

When Luxembourg law applies: central administration

Luxembourg law applies to a company whose central administration is situated in the Grand Duchy: the 1915 law locates the domicile of every commercial company at the seat of its central administration, presumed to coincide with the registered office.

The reach of that rule goes beyond a transfer of seat. A consolidated version of the 1915 law provides that any company whose central administration is situated in the Grand Duchy of Luxembourg is subject to Luxembourg law, even though the constitutive instrument was executed abroad. That is the textual basis on which files coming from third States are built, in the absence of a harmonised procedure: what connects the company is not the address stated in the articles, it is the place where it is actually managed.

Because the presumption is rebuttable, it can be reversed by evidence. A Luxembourg registered office without central administration in Luxembourg therefore exposes the company to the opposite demonstration, and the case is expressly sanctioned for the European company: a court may order the dissolution of an SE whose registered office is in Luxembourg without its central administration being located there. Conversely, a foreign company with an establishment in Luxembourg has a secondary domicile there, which is not a transfer of seat.

The practical consequence is one of governance, and it is the point files most often underestimate. Moving a registered office without moving effective management produces a structure whose connection is contestable on both sides of the border. The means to be assembled, a board meeting held in Luxembourg, decisions taken and documented locally, staff and premises proportionate to the activity, are those described on our ATAD substance in Luxembourg page, and they follow the same reasoning as the choice of a registered office in Luxembourg.

Entry value of assets and tax residence in Luxembourg

The entry value of assets on a transfer of registered office to Luxembourg is the value retained by the departure State, unless it does not reflect the going-concern value: that is the rule of article 35, paragraph 5 of the income tax law.

That rule applies where a taxpayer transfers to Luxembourg its tax domicile, its habitual abode, its registered office or its central administration from another State, or where it transfers to Luxembourg the activity carried on by a permanent establishment situated in another State. It reflects the symmetry required by article 5(5) of the ATAD directive: the host State takes over the value set by the exit State. Luxembourg nonetheless keeps the option of setting that value aside where it exceeds the going-concern value, which is the upper limit of valuation. Buildings situated in Luxembourg escape this mechanism and remain valued under paragraph 2 of the same article.

The regime reads in both directions, and that is what makes it a matter for negotiation with the departure State rather than a mere opening entry. Article 38 of the same law treats as a disposal for consideration the transfer abroad of assets, whether they form an undertaking, a permanent establishment or isolated assets forming part of the net invested assets, with the estimated realisation value at the time of transfer serving as the disposal price.

Exclusions exist, in particular for assets posted as securities financing, assets given as collateral and transfers made to meet prudential own funds requirements or for liquidity management, provided the assets return to Luxembourg within twelve months.

Tax residence, for its part, is decided on two alternative criteria. The Luxembourg direct tax administration states that a collective entity is regarded as a resident taxpayer if its registered office or its central administration is on the territory of the Grand Duchy, and that it is non-resident if neither is there.

Transferring a registered office to Luxembourg is therefore enough to move the company into unlimited tax liability: it becomes taxable on its worldwide income, foreign income being capable of exemption under a treaty where it is realised through a permanent establishment. For net wealth tax, resident entities are taxed on the whole of their wealth, domestic and foreign alike.

The converse shows what is at stake in the timetable. Guichet.lu states that transferring the registered office and the central administration of a capital company, including an SE, outside the Grand Duchy entails its tax liquidation, unless a permanent establishment is maintained in Luxembourg.

A company arriving in Luxembourg may therefore face, in its departure State, the mirror image of article 38; the trade-off is made on the date the operation takes effect and on what is or is not left behind, and it calls for joint work with a tax advisor in both jurisdictions. The first Luxembourg year also opens periods of its own: those within which the administration may still revisit a financial year are the ones set out in our article on the statute of limitations in tax matters.

Sources and verification

Written for Financial Services Luxembourg and reviewed before publication by Mickaël LOC, licensed accountant (authorisation 10077274). The documentary review dated 8 October 2026 relies on the accessible sources identified below. Points not confirmed against primary texts are explicitly identified in this section.

The sources consulted, all read on 8 October 2026, are the following. On Legilux: the page for the law of 10 August 1915 on commercial companies, which lists the law of 17 February 2025 amending that law and the amended law of 19 December 2002 in order to transpose Directive (EU) 2019/2121, together with a second law of 25 March 2025 concerning the Labour Code;

the consolidated versions of the 1915 law applicable from 2 March 2025 and from 1 August 2023, for the new chapter devoted to cross-border conversions, for the domicile at the seat of the central administration, for the presumption that it coincides with the registered office and for the subjection to Luxembourg law of a company whose central administration is situated in the Grand Duchy; the law of 21 December 2018 transposing the ATAD directive, for the entry value and for the treatment of a transfer abroad as a disposal.

On chd.lu: file 8053, for the parliamentary chronology, the committee report of 16 January 2025, the first constitutional vote of 23 January 2025, the waiver of the second vote of 4 February 2025, publication in Mémorial A no. 67 of 26 February 2025, the choice of minimal transposition, the limitation to the companies of Annex II, the exclusion of third States and of divisions by absorption, the three-month cap on the regularisation period and the Chamber of Notaries' position on the respective roles of the notary and the meeting;

file 8225 and the Chamber of Commerce's opinion, for the employee chapter and articles L. 426-13 to L. 426-27 of the Labour Code.

The remaining sources concern Union law and administrative practice. The consolidated text of Directive (EU) 2019/2121 on EUR-Lex gives the definition of a cross-border conversion, the absence of dissolution and winding up, the retention of legal personality, the continuity of assets, liabilities, rights and obligations, and the scope limited to limited liability companies.

It also carries the independent expert report and its one-month period, the waiver by agreement of all the members, the five-working-day period for observations, the majority of not less than two thirds and not more than 90 %, the exit right of dissenting members and its one-month period, and payment of the compensation within two months of the operation taking effect.

It carries lastly the creditors' three-month period, the two-year action of occupational pension creditors, the pre-conversion certificate and its three-month deadline, the ground for refusal for abusive, fraudulent or criminal purposes, the conclusive effect of the certificate, the three-month legality scrutiny in the destination State, the notification between registers and the immediate striking off, and the impossibility of declaring null and void a conversion which has taken effect.

On Guichet.lu: the European company page, for the transfer without loss of legal personality, the condition that the real seat follows, the certificate from the departure State's authority, the absence of dissolution or creation of a new legal person, dissolution where the transfer is outside the Union, judicial dissolution of an SE whose central administration is not in Luxembourg, and tax liquidation where the seat is transferred outside the Grand Duchy; the cross-border merger page, for the notary's certificate; the corporate income tax page. On impotsdirects.public.lu: the "Résident / non-résident" sheet and the sheet on entities subject to net wealth tax.

Six points could not be verified in their primary source and are therefore not asserted here. The domains guichet.public.lu, legilux.public.lu, data.legilux.public.lu, chd.lu, wdocs-pub.chd.lu and eur-lex.europa.eu are blocked by the network proxy of our editorial environment: these pages were read through indexed extracts obtained by a search restricted to those domains, not in their full text. As a result, the numbering of the articles inserted into the coordinated 1915 law is not cited, the parliamentary file referring to the numbering of the codified directive rather than to that of the Luxembourg law.

The reference to Mémorial A no. 67 of 26 February 2025 is known from the parliamentary file alone and is not confirmed on the official journal. The exact majority retained by Luxembourg within the two-thirds to 90 % range has not been read. The continued force, in the version applicable today, of the connecting rule based on central administration has not been confirmed: the extract read comes from an earlier consolidated version. No Guichet.lu page dedicated to the inbound operation existed at the verification date, so that the formalities following the transfer, business permit, employer declaration to the joint social security centre, VAT registration and opening balance sheet, were not verified for this specific operation.

The treatment of the migrating company's losses carried forward has not been established. Readers can cross-check these points on legilux.public.lu, on file 8053 at chd.lu, on eur-lex.europa.eu and with the Luxembourg direct tax administration.

This article sets out the state of the law at the date of publication and does not constitute personalised legal or tax advice: eligibility for the European framework, the form of arrival, the applicable majority, the treatment of dissenting members and of creditors, the entry value of the assets and the consequences in the departure State depend on the company's form, on its law of origin, on the composition of its shareholding and on the actual location of its management. Report an error to contact@financialservices.lu: the correction is dated in the article.