# What changed: cross-border conversions under the Mobility Directive
The Netherlands has replaced an unregulated, case-law-based route for cross-border conversions with a codified statutory procedure implementing the EU Mobility Directive. A company converting a Dutch entity into, or out of, another EU legal form now follows a fixed sequence: a conversion proposal, a report, creditor and shareholder safeguards, and a pre-conversion certificate from a Dutch civil-law notary. This is for boards and counsel structuring an intra-EU relocation now, not for anyone weighing whether to convert at all.
Why this arises here
Groups with a Dutch holding company inside an EU structure use cross-border conversion to relocate an entity's seat without dissolving it and re-incorporating, which avoids a liquidation event and preserves its contracts, permits and registrations. Before the Directive was implemented, this route existed only because EU case law had confirmed that member states could not simply refuse it, and Dutch law had no dedicated procedure: notaries and the trade register applied general merger and demerger provisions by analogy, with no fixed timetable and no settled position on creditor protection. That gap is the reason this change is tracked here under corporate law and governance rather than treated as a one-off note.
The mechanics in short
Under the applicable rules, a cross-border conversion runs through a fixed sequence. The management board first draws up a conversion proposal describing the destination legal form, the registered office, the draft articles and the timetable. It then prepares a report explaining the effects of the conversion for shareholders, creditors and employees, made available for inspection before the general meeting votes on the proposal, which can be held as a digital general meeting under the applicable rules.
Shareholders and creditors who object have a statutory route to raise an objection or request security, with the mechanics depending on the class of creditor and the type of entity involved. Once the internal steps are complete, a Dutch civil-law notary issues a pre-conversion certificate confirming that the Dutch-law steps were properly completed, and the destination member state will not register the converted entity without it. The notary can refuse to issue the certificate if a step is missing, and that refusal can be tested before a Dutch court.
The pattern specific to tracked
This page sits in a tracked-changes series: entries in this axis are revisited each time implementation detail is confirmed, not left as a one-time announcement. Two points are still open and are not yet confirmed to the standard this site uses before it publishes a figure or a date: the precise treatment of the certificate-refusal route in Dutch procedural practice, and the calibration of the creditor security threshold for smaller entities.
Until an entry is confirmed, this page states the mechanism and the direction of travel without attaching a date or a number to either point. When a confirmed entry lands in the registry, this page is updated and the review date at the foot moves with it, so a reader who bookmarks this page in the Netherlands tracks the actual state of the rule rather than a snapshot of the day it changed.
What to check
Before relying on the conversion route, confirm the following. First, whether the entity type involved is within scope of the procedure, since not every Dutch legal form is eligible for cross-border conversion under the applicable rules. Second, whether the destination member state's implementing rules recognise the Dutch certificate without an additional domestic step, which varies by state and sits outside Dutch law.
Third, whether the converting company is listed, in which case public offer rules and their timetable run in parallel and can affect the conversion date. Fourth, whether a works council or employee representative body has a consultation right running on a separate timetable from the corporate steps.
Fifth, whether any creditor holds security or a contractual right triggered by a change of applicable law, which sits outside the conversion procedure and has to be cleared on its own track. For a conversion into Belgium specifically, checking the destination entity's beneficial owner register entry in Belgium is a related step, not part of the conversion procedure itself.
Before and after
| Aspect | Before the Directive | After implementation |
|---|---|---|
| Legal basis | General merger and demerger provisions applied by analogy | A dedicated statutory conversion procedure |
| Timetable | Not fixed; negotiated case by case with the notary and the register | A fixed sequence of proposal, report and certificate |
| Creditor protection | Handled ad hoc, no settled mechanism | A defined objection and security route under the applicable rules |
| Certificate | No equivalent document | A pre-conversion certificate issued by a Dutch civil-law notary |
| Cross-border recognition | Dependent on the destination state accepting an analogy | Built to be accepted on the strength of the certificate itself |
What this does not cover
- Cross-border mergers and divisions, which follow their own procedure and are not addressed on this page.
- The tax treatment of a conversion, including exit taxation, which is a separate analysis.
- The implementing rules of the destination member state, which this page does not state and which must be checked locally.
- Any figure, threshold or date not confirmed in the registry as of the review date below.
Questions
Does the Mobility Directive apply to every type of Dutch legal entity converting cross-border?
No. Scope is limited to defined categories of company under the applicable rules, and eligibility depends on the legal form involved. Confirm the entity's form against the current scope before assuming the procedure applies.
What happens to employee consultation rights during a cross-border conversion?
Consultation and information rights for employee representative bodies continue to apply and run on their own timetable under the applicable rules. That timetable sits alongside, not inside, the corporate steps described above.
Author
Eva Kuipers, governance and the Enterprise Chamber. She works on board disputes, information rights and the mechanics of corporate restructurings such as this one.
A conversion sits inside the wider corporate practice covering governance, board duties and structural change. Where a group needs a factual map of the entities affected before choosing a route, a structure report sets out the chain of entities and their formal relationships as recorded in the relevant registers.
Related: a director facing scrutiny for annual accounts filed late in a family-owned company faces a different but adjacent filing-discipline question.
Last legal review: 2026-09-15