Practice insight · Corporate law

The new Mobility Directive delivers: our experience of moving a Soparfi from Luxembourg to Spain

16 October 2026 · 5 min read · By Thibaut GROENINGER, Avocat à la Cour

Applying the new Mobility Directive, the firm assisted a Luxembourg holding company (Soparfi) in moving to Spain. The company was neither dissolved nor liquidated: it became a company governed by Spanish law while keeping its identity, its assets and its contracts. Our finding is simple: the procedure delivers on its promise. Prepared upstream, with the notary involved from the outset, it runs quickly and without surprises. Only the transmission between the Luxembourg and Spanish registers remains hard to predict.

Changing country without starting from scratch

Moving a company to another country without liquidating it is not new. Luxembourg law already allowed a company to transfer its registered office abroad by changing its nationality, by unanimous decision of the shareholders, and the Court of Justice of the European Union recognised this right under the freedom of establishment (Cartesio of 16 December 2008, C-210/06, VALE of 12 July 2012, C-378/10, and Polbud of 25 October 2017, C-106/16). But there was no common procedure: each country applied its own rules, and nothing organised the handover between the country of departure and the country of arrival. The operation depended on the goodwill of the notaries and registers involved, with no predictable timetable.

Since 2 March 2025, Luxembourg has applied the European directive known as the “Mobility Directive”, which sets a common procedure for all Member States. A Luxembourg company converts directly into a company of another Member State and remains the same legal person: its assets, debts and contracts follow it automatically. Spain has applied the same rules since 2023, so both countries follow the same procedure and their registers communicate directly with each other.

Preparing the ground

Before launching the procedure, the company must be fully in order. Its accounts must be up to date and filed, and recent interim accounts must be drawn up. It must also obtain certificates from the Luxembourg authorities (social security, direct taxes, VAT) confirming that it owes them nothing.

On the Spanish side, the name of the future company is reserved with the central register, and its new articles of association are drafted with a Spanish lawyer. This upstream work determines how fast everything else goes.

The main steps

The draft terms of conversion. The management drafts a document describing the future Spanish company, its articles and the planned timetable.
Publication. The draft is published in Luxembourg at least one month before the shareholders’ meeting. Shareholders, creditors and employees may submit comments.
The meeting before a notary. The shareholders approve the operation before a Luxembourg notary.
The notary’s review. The notary checks that everything is in order and issues a certificate authorising the departure.
Arrival in Spain. The company signs the deed of transfer before a Spanish notary and is then entered in the Spanish commercial register.
Removal from the Luxembourg register. As soon as Spain confirms the registration, the company is struck off the Luxembourg register.

For a company with a single shareholder, several reports that are normally required are not needed, which lightens the procedure considerably.

Creditors remain protected

A company’s departure must not harm those it owes money to. For three months after the draft is published, a creditor who fears not being paid may ask the court for guarantees. This does not block the operation, and the company can end it by paying the creditor. For two years after the departure, creditors can still bring proceedings against the company before the Luxembourg courts.

The notary, guarantor of the operation

The Luxembourg notary in principle has three months to issue the certificate, a period that may be extended if further checks are needed. The notary refuses the operation if it appears to serve fraudulent purposes or to circumvent the law. In practice, the company’s lawyer builds the notary’s file: they obtain the certificates from the Luxembourg authorities and the tax advisers’ memoranda, and agree with the notary, in advance, on the content and wording of the certificate.

Our advice: involve the notary from the very start. When the notary knows the file in advance, the certificate can be obtained very quickly after the meeting.

Points to watch

The handover from one register to the other. As the directive provides, the Luxembourg register sends the notary’s certificate to the Spanish register through the EU business registers interconnection system (BRIS). The channel exists, but its use for cross-border conversions is still recent and little tested. This is the step whose timing is hardest to predict, and a blockage cannot be ruled out: it must be built into the timetable and followed closely on both sides. The EU intends to strengthen this cooperation between registers, in particular through Directive (EU) 2025/25 of 19 December 2024 on the use of digital tools in company law.

The date on which the company becomes Spanish. Spanish law sets it: the conversion takes effect on the day of registration in the Spanish register, not on the day of the meeting or of the Luxembourg certificate. The company’s accounting and tax arrangements must be organised around that date.

Support on both sides of the border

A cross-border conversion plays out in two legal systems at once. The firm coordinates the notary, the Spanish lawyer and the authorities of both countries, from preparing the file to the removal from the Luxembourg register.

Are you considering moving your company’s registered office out of Luxembourg, or into Luxembourg? Contact the firm.

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