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Act on the Implementation of the Directive on Cross-border Reorganisations (UmRUG)

On 20 January 2023, the German parliament (Bundestag) approved the Act on the Implementation of the Directive on Cross-border Reorganisations and on the Amendment of further Acts (Gesetz zur Umsetzung der Umwandlungsrichtlinie und zur Änderung weiterer Gesetze, UmRUG). Hence, for the first time, cross-border spin-offs (Spaltung) and changes of legal form (Formwechsel) can be carried out within the EU and EEA member states.

These new rules complement the well-established provisions on cross-border mergers and allow for a simplified transfer of assets as well as a legally secure transfer of the registered office within member states. 

The UmRUG also provides for fundamental changes within the national reorganisation law and thus eliminates problematic issues that had been criticised for decades.

The UmRUG will not, as previously planned, enter into force together with the Act on Employee Codetermination in the Event of Cross-border Changes of Legal Form and Cross-border Spin-offs (MgFSG) on 31 January 2023, but on the day after promulgation, thus, probably at the end of February 2023.

We explain the changes implemented in the German reorganisation law in our client alert.