Cross-border restructuring: To which countries can you restructure across borders within and outside the EU/EEA?
09-10-2025
Cross-border restructurings (mergers, demergers and conversions) are extensive procedures that not only require intensive coordination with foreign counsels but also raise many questions about the possibilities. For example, which countries can be involved in cross-border restructuring?
In this third blog in the series, you can read more about which countries can be involved in cross-border restructuring within and outside the EU/EEA.
EU/EEA companies
Dutch law only provides a basis for cross-border restructuring with or to companies from EU/EEA Member States. These are all countries from the EU plus Norway, Iceland and Liechtenstein. It is generally assumed that a cross-border merger, demerger or conversion with or to countries outside the EU/EEA is therefore contrary to the law and cannot take place. Cross-border transactions with or to countries outside the EU/EEA are also not possible on the basis of European freedom of establishment. Freedom of establishment was discussed earlier in the first blog in this series. It followed that freedom of establishment does, among other things, allow both capital companies and non-capital companies to restructure across borders. However, this requires that all parties are incorporated under the law of an EU/EEA Member State and that they have their registered office, central administration or principal place of business in the EU/EEA. This means that the possibilities for cross-border restructuring from or to the Netherlands with or to companies from non-EU/EEA countries are limited.
What if you want to restructure across borders outside the EEA?
Other EU countries, including Luxembourg, Italy, Belgium and Spain, do allow certain cross-border transactions with or involving companies incorporated under the laws of countries outside the EU/EEA. Such countries are sometimes referred to as “stopover Member States”.
An outbound merger, demerger or conversion with a non-EU/EEA company can be achieved by first allowing the Dutch company to restructure cross-border with or to one of the above-mentioned EU/ EEA Member State (a stopover Member State), after which a cross-border transaction can take place from this Member State involving an acquiring company established outside the EU/EEA.
In the case of an inbound merger, demerger or conversion, the situation is reversed. The non-EU/EEA company that wishes to establish itself in the Netherlands must first establish itself in a country that allows such cross-border transactions. After that, a cross-border merger, demerger or conversion can take place with this “new” company established in an EU/EEA Member State and the acquiring Dutch company.
In this way, the desired result can still be achieved, albeit via a more complicated route. This route requires that the non-Dutch EU/EEA Member State permits cross-border transactions with or outside the EU/EEA and that the country of the non-EU/EEA company accepts cross-border transactions with the EU/EEA.
Conclusion
Cross-border restructuring is one of the options available to capital companies, but these options are not unlimited. In the Netherlands, cross-border restructuring is only possible with or to EU/EEA companies. However, indirect cross-border restructuring with or to a non-EU/EEA company may be possible via a stopover Member State.
This blog was written by Pauline van Hecke and Julia van Reenen. If you have any questions about one of our blogs on cross-border restructuring, please feel free to contact Pauline van Hecke.
