A Practical Guide to Cross-Border Transformations in Central and Eastern Europe

While the European Union has established a harmonized legal framework to facilitate corporate mobility through Directive (EU) 2019/2121, known as the Mobility Directive, its application across Central and Eastern Europe (CEE) is far from uniform. Businesses seeking to merge, divide, or transfer their registered office to another member state face a complex mosaic of national laws. Crucial procedural details—from the specific content of the transformation project and the role of the notary to the timelines for creditor protection and the rights of minority shareholders—vary significantly from one country to another. This legal diversity makes careful planning and local expertise essential for a successful cross-border transformation.

This guide is designed to provide a clear and concise overview of the cross-border transformation process in key CEE countries. It serves as a starting point for understanding your strategic options, but given the significant local differences, we always recommend consulting with our local experts to ensure a smooth and fully compliant procedure.

ECOVIS has prepared a summary of cross-border transformation rules for the following countries. While this guide provides a solid foundation, national laws are subject to change, and we recommend consulting with our local experts for the most up-to-date information.

In the list below, you will find links to detailed articles covering the transformation process, including key obligations, timelines, and stakeholder protections in selected CEE countries.

A cross-border transformation is a legal procedure that allows a company to change its corporate structure across national borders within the EU. The Mobility Directive provides a common framework for three main types of operations: cross-border mergers, cross-border divisions, and cross-border conversions (transfers of the registered office). The primary goal is to enhance the freedom of establishment, allowing companies to adapt their legal form and location to best suit their business strategy within the single market, without the need for liquidation and re-establishment. While the EU directive sets the foundation, the specific legal steps, documentation, and judicial or notarial oversight are defined by the national laws of the involved member states.

The ability to perform a cross-border transformation is a powerful strategic tool. It allows businesses to consolidate operations following an acquisition, enter new markets more efficiently, optimize their corporate and tax structure, or align their legal seat with their primary center of economic activity. For companies in the CEE region, this flexibility is crucial for scaling operations, attracting investment, and reacting to changing market dynamics. A well-executed transformation can lead to significant administrative efficiencies and a stronger competitive position.

Failing to correctly follow the complex procedures for a cross-border transformation can have severe consequences that go far beyond simple administrative delays. A procedural error can lead to a notary or a foreign commercial register refusing to certify or complete the process, resulting in an operational deadlock. In more serious cases, a court could declare the transformation invalid even after its completion, creating immense legal uncertainty and potentially unwinding the entire transaction. Furthermore, the company and its management could face financial penalties and liability for failing to adhere to stakeholder protection rules, causing significant reputational and financial damage.

Given the potential consequences and the complexity of coordinating legal requirements in at least two jurisdictions, we strongly recommend addressing any planned transformation with sufficient lead time and expert care. The process involves drafting precise legal documents, adhering to strict timelines for publication and shareholder meetings, and navigating the specific requirements of notaries and commercial registers in each country. We recommend managing your transformation project at least several months in advance to avoid any issues.

If you need assistance with planning your cross-border transformation, drafting the necessary documentation, or have any additional questions, please do not hesitate to contact our ECOVIS offices. Our experts are ready to provide you with detailed information and hands-on support.