An EU or EEA company can move to Luxembourg or the Netherlands by cross-border conversion and keep its legal personality, contracts and history; plan four to six months. Luxembourg also accepts companies from outside the EEA, such as Swiss or many US companies, if their home law lets them leave; the Netherlands does not. UK companies move by transfer. The country being left applies an exit tax, payable in five instalments within the EU, and the new country starts from those values.
Moving a company instead of starting a new one
A company can now move across the EU like a person: same legal entity, same contracts, same bank history, new address and new company law. Since the EU Mobility Directive, a German GmbH can become a Luxembourg S.à r.l. or a Dutch B.V. without being liquidated. Luxembourg goes further and accepts companies from outside Europe whose home law allows them to leave.
Legal personality
Contracts, licences, IP, track record and often bank accounts stay with the company.
Company law and tax
The company becomes Luxembourg or Dutch for corporate and tax purposes.
Liquidation
No winding up, no asset transfers, no new company to re-contract.
Exit tax
The country being left taxes hidden reserves on departure.
Four ways to move a company
| Route | From | Into Luxembourg | Into the Netherlands |
|---|---|---|---|
| Cross-border conversion (Mobility Directive) | EU and EEA | Yes, law of 23 January 2025 | Yes, since 1 July 2023 |
| Continuation from outside the EEA | Countries whose law allows leaving, such as Switzerland or many US states | Yes, under the general regime | No statutory route |
| Cross-border merger | EU and EEA | Yes | Yes |
| New company and transfer of business | Anywhere, including the UK | Always possible | Always possible |
Most companies can move to Luxembourg. Fewer can move to the Netherlands. Every company can be rebuilt in either, at a price.
Cross-border conversion, step by step
- Draft terms of conversionPublished in both registers, with the new articles and the timetable.
- ReportsManagement report to shareholders and employees; an expert report unless shareholders waive it.
- Shareholders and creditorsNotice periods, withdrawal rights with cash compensation, three months for creditors to ask for guarantees.
- Pre-conversion certificateThe notary or court checks legality, with three more months if abuse is suspected.
- Registration in Luxembourg or the NetherlandsNotarial deed under the new law, registration, then deregistration at home.
- After the moveTax and VAT registration, bank update, payroll, beneficial owner filing.
Tax on the way out and on the way in
- Exit tax at home. Hidden reserves in assets that leave the home tax net are taxed; within the EU payable in five yearly instalments under the anti-avoidance directive.
- Step-up on arrival. Luxembourg and the Netherlands accept the exit values as the new tax base, so gains are not taxed twice.
- Assets left behind. Assets kept in a branch at home usually stay taxable there without exit tax.
- Real estate. Moving the company is not a sale of the property, but the property stays taxable where it is.
- Losses. Tax losses usually stay in the country of origin.
- Substance. Board, decisions and records must really move, or the old country may still treat the company as resident.
Can your company move?
The result updates with each answer.
Can your company move?
Five questions. You get the legal route, the timing and the tax points to plan.
No liquidation, contracts stay.
Directive procedure, four to six months.
If the home law lets the company leave.
Five instalments in the EU; step-up on arrival.
Moving a company to Luxembourg or the Netherlands: frequent questions
Can I move my company to Luxembourg without liquidating it?
Yes. From an EU or EEA country, a cross-border conversion under the EU Mobility Directive moves the company with its legal personality, contracts and history. Luxembourg also accepts companies from outside the EEA if their home law lets them leave.
Can a company move to the Netherlands?
Within the EU and EEA, yes, by cross-border conversion since July 2023. Dutch law has no statutory route for companies from outside the EEA, so those usually set up a Dutch company and transfer the business or merge.
How long does a cross-border conversion take?
Plan four to six months: draft terms and reports, a creditor period, a three-month legality check by the notary or court that can be extended by three months, then registration in the new country.
Does moving the company trigger tax?
The country being left usually applies an exit tax on hidden reserves, payable in five yearly instalments within the EU. Luxembourg and the Netherlands accept the exit values as the new tax base.
Can a UK company move to Luxembourg?
UK law does not let a company leave by redomiciliation, so a UK company moves by setting up or merging into a Luxembourg company and transferring the business.
Is moving tax residence enough?
Sometimes. Moving the place of effective management changes tax residence without changing the company's legal form, but leaves it governed by its original company law.