site.btaEuropean Commission Calls on Bulgaria to Fully Transpose EU Rules on Company Law

The European Commission (EC) said Thursday it has decided to send a reasoned opinion to Bulgaria, Cyprus, Luxembourg and Portugal for failing to transpose the EU rules laid down by Directive (EU) 2019/2121 as regards cross-border conversions, mergers and divisions. 

The Directive lays down harmonised procedures for companies to merge, divide or move within the Single Market, while providing safeguards against abuse and ensuring that employees' rights are well protected. All Member States had to transpose the Directive into their national legislation and inform the Commission thereof by 31 January 2023. 

In March 2023, the Commission sent letters of formal notice to Bulgaria, Cyprus, Luxembourg, and Portugal for not having notified the national measures transposing the Directive. Following their replies, the Commission concluded that Bulgaria, Cyprus, Luxembourg, and Portugal have continued to fail to notify national measures that ensure the transposition of the Directive. 

These Member States now have two months to address the shortcomings identified by the Commission. In the absence of a satisfactory response, the Commission may decide to refer them to the Court of Justice of the European Union.