Company Law Amendment Act, 2011 - Gesräg 2011

Original Language Title: Gesellschaftsrechts-Änderungsgesetz 2011 – GesRÄG 2011

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53. Federal law that modifies the German Stock Corporation Act, the fission law, EU merger law, the GmbH law, the SE Act, the companies act on book, the deposit law, the capital adjustment Act and the court fees Act (company law amendment Act, 2011 – GesRÄG 2011)

The National Council has decided:

Table of contents



Article 1 amendment of companies act article 2 modification of the fission law article 3 change of EU merger law article 4 amendment of the GmbH law article 5 amending SE law article 6 amendment to the companies act of book article 7 modification of the custody Act article 8 amendment of the capital adjustment Act article 9 amendment to the court fees Act article 10 implementation note article 1

Change of the Stock Corporation Act

The German Stock Corporation Act, Federal Law Gazette No. 98/1965, as last amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1 paragraph 6 deleted § 8.

2. § 9 receives the paragraph designation of § 8a. The articles 9 and 10 together with the headings are:

"Registered shares

§ 9 (1) the shares must be except in the cases of § 10 para 1 to name.

(2) if issued shares before the full power of the issue price, the amount of the services in the stock is to specify.

(3) in the articles of Association, the right of the shareholder to securitisation of its share can be excluded or restricted. A related amendment to the Constitution is needed except the majority requirements in accordance with section 146 of also the consent of each shareholder, which remains at least a claim to securitisation of its share in a collective document, unless, such shares are listed in the sense of § 3.

Bearer shares

§ 10 (1) shares may be bearer, if the company is listed or if shares to be admitted to trading on a stock exchange in the sense of article 3 according to the statutes.

(2) bearer shares may be issued only after the full power of the issue price. You are in one, if necessary in several collective certificates to securitize. A listed company has to deposit the collective certificates at a securities depository depository law or an equivalent foreign institution according to § 1 paragraph 3.

(3) before the listing and after one year since the end of the listing of the company rules on registered shares are to apply by analogy on bearer shares.

(4) the Statute may determine that its bearer shares into registered shares and in the cases of paragraph 1 to convert his shares into bearer shares are at the request of a shareholder."

3. section 10a subsection 1 first sentence reads:

"Bearer shares of ownership by a confirmation of the depositary institution with seat in a Member State of the European economic area or in a full Member State of the OECD is to prove (deposit confirmation)."

4. Article 13 is amended as follows:

the phrase "and Zwischenscheinen" eliminates a) in paragraph 1, first sentence.

(b) in paragraph 5, the first sentence reads:

"Prescribed by this federal law, that information on the company's website will be made available, so this information easily searchable be read and saved as a document printed out can be and."

5 in 27 para 2 second sentence is omitted the phrase "taking on the fee schedule (section 17, paragraph 2, of the Auditors law of Chamber of, BGBl. No. 20 / 1948)".

6. in article 33, paragraph 1 Z 1 and in article 254 para 4 second sentence is substituted the quote "§ 10 ABS. 3" with the quote "§ 10 section 4".

7. in article 34, paragraph 4, each turn "or interim certificates" is omitted in the first and second set.

8. in article 50, paragraph 1, the phrase "and Zwischenscheinen" is omitted in the second set.

9 paragraph 61 is amended as follows:

a) paragraph 1 is as follows:

"(1) all of the shares that are registered according to law or the articles of Association, must be entered with the following information in the share register of the company:"



1. name (company), and which is relevant for the delivery address of the shareholder, for natural persons date of birth, legal persons, where appropriate, the register and the number under which the entity; runs in their State of origin

2. number of pieces or stock number, nominal value shares of the amount;

3. in the case of a non-listed company to make a to be known by the shareholder, those denominated bank account with a credit institution in the sense of § 10a 1, on which all payments are;

4. If the shares of other than the person registered in the share register, according to no. 1 and no. 2 about this other person, unless the shareholder is not a credit institution in the sense of § 10a 1."

b) para 2 second sentence reads:

"A credit institution registered in the share register, the shares do not belong (par. 1 Z 4), an empowerment of the person, the shares are granted in the form of text required to exercise the right to vote."

(c) section 5 is omitted.

10 paragraph 5 deleted § 62.

11 § 67 para 3 first sentence reads:

"As far as the right of the shareholder to securitisation of its share not by law or statute is excluded, are to issue new shares instead of shares declared powerless and handed over to the owner or, if there is a right of deposit, deposit."

12 § 68 is amended as follows:

(a) in the heading, the phrase "or interim certificates" shall lapse.

(b) in the first sentence, the phrase "or a Zwischenschein" is omitted.

13. in paragraph 69, respectively, the phrase "or of the Zwischenscheins" is eliminated in the first and second set.

14. in article 87, paragraph 6 is "registered in the register of companies" before the phrase "Company's website" the phrase inserted.

15 § 105 is amended as follows:

(a) in paragraph 2, second sentence, is the phrase "depositories as well as communication channels or" through the turn "people, places, ways of communication or" replaced.

(b) in paragraph 5, the phrase "a non-listed company" is inserted after the phrase "Take all shareholders".

16 in section 107, paragraph 3, the word "Registered shares" is replaced by the word "Registered" in the fourth set.

17 § 108 shall be amended as follows:

(a) in the sentence after the phrase "for inspection by the shareholders to hang up" is in paragraph 3 the phrase "or to make available on its Internet site that is registered in the register of companies' added.

(b) in paragraph 4, "registered in the register of companies" is in the introductory sentence before the word "Website" the phrase inserted.

c) paragraph 5 is as follows:

"(5) a non-listed company has without delay and free of charge, to any shareholder upon request provide a copy of the documents referred to in paragraph 3; each shareholder may also request that it be convened and a copy of the documents referred to in paragraph 3 no later than 21 days prior to the annual general meeting by registered letter or in the way of electronic mail to which are sent announced the company address. These obligations are eliminated, if society makes these documents available on its Internet site that is registered in the companies register. Paragraph 4 applies for the duration of accessible making."

18. in article 109, paragraph 2 third sentence is before the word "Website" the phrase "registered in the register of companies" inserted.

19. in article 110, paragraph 1 first sentence, article 114, paragraph 3, and article 118 par. 4, first sentence, is before the phrase "Company's website" the twist "registered in the register of companies" inserted.

20. in article 111, paragraph 2, the second and the third movement are eliminated.

21 Article 112 is amended as follows:

(a) in paragraph 1 the phrase "when bearer shares after the share ownership in shares", as well as the word accounts for "each".

b) paragraph 2 is deleted.

22 article 119 para 3 first sentence reads:

"Several requests to an item on the agenda, it first requests to vote, which already prior to the annual general meeting votes in the way of remote voting or by letter issued."

23 § 126 paragraph 4 first sentence reads:

"If the shareholder has to use an input mask or a form after the procedure to vote, is to provide that the shareholders to any announced proposal can vote."

24 § 127 paragraph 4 first sentence reads:

"The form must be designed that the shareholders to any announced proposal can vote."

25 Article 128 shall be amended as follows:

(a) in paragraph 2, first sentence, is before the word "Website" the phrase "registered in the register of companies" inserted.

b) paragraph 3 is as follows:

"(3) If a non-listed company each shareholder may demand that the decisions and the information referred to in paragraph 1 be it Z 1 to 4 within 15 days after the annual general meeting by registered letter or in the way of electronic mail to the address that announced the company will send. This obligation shall not apply if the society makes available this information on its Internet site that is registered in the companies register. The duration of accessible making depends on paragraph 2."

26 article 158 shall be amended as follows:

(a) in the heading, the phrase "and Zwischenscheinen" is omitted.

(b) in the first and second set, respectively, the phrase "and interim certificates" is omitted.

27 § 220c is as follows:


"§ 220c." The supervisory boards of the companies involved in the merger have to consider the proposed merger on the basis of the merger report and the auditor's report and a written report; Article 118, paragraph 3 is to apply mutatis mutandis. The examination by the Supervisory Board of the acquiring company can be omitted for acquiring companies according to § 95 para 5 Z 1 an amount limit has been fixed and the book value of the absorbed company does not exceed this amount limit."

28 section 221a is amended as follows:

(a) in paragraph 1, the phrase "and 4" is omitted in the second set.

(b) after paragraph 1, the following paragraph 1a is inserted:

"(1a) the submission of the merger agreement or the draft Court and the publication of the submission referred to in paragraph 1 are not required if the company second sentence no later than one month before the general meeting which is to decide the merger agreement or the draft, as well as the note referred to in paragraph 1 on approval of the merger, published in electronic form in the edict file (§ 89j GOG). The Federal Minister for Justice can working out the technical details of the procedure for the publication by regulation."

(c) according to paragraph 3, the following paragraph 4 is inserted:

"(4) the mid-term review (para. 2 Z 3) must not be raised if the society since the last annual financial statements a semi-annual financial report according to § 87 BörseG or after the of the host Member State in accordance with article 5 of the transparency directive 2004/109/EC adopted regulations published." In this case occurs. the half-year financial report in the preparation of the annual general meeting at the point of mid-term review"

d) paragraph 5 is as follows:

"(5) at the annual general meeting are in section 2 to on designated documents. The merger agreement or the draft at the beginning of the hearing to explain orally by the Board. The shareholders before the decision of any significant change of the assets or profitability is one of the companies involved in the merger that has occurred between the establishment of the merger agreement or whose design and the date of adoption, to teach by the Board; This is especially true if the change would justify a different conversion ratio. This purpose the Board of Directors of the company, where it has come to such a change the assets or profitability promptly to inform the Board of Directors of the other participating societies in has to."

29 in § 223 para 2 first sentence reads the first half-sentence:

"In the case of a capital increase referred to in paragraph 1 an assessment by one or more Auditors has at the acquiring company to take place;"

30. in article 225, paragraph 1 Z 7 adds the phrase "or 1a" after the phrase "section 221a, paragraph 1".

31 § 232 is amended as follows:

a) paragraph 1 is as follows:

"(1) all shares of a transferor company are directly or indirectly concerning the conversion of the shares are in the hands of the acquiring company, (§ 220 para 2 Nos. 3 and 4), the merger reports of the Executive Boards (articles 220a and 221a para 2 Z 4), the examination of the merger by the merger Auditor (§§ 220 b and 221a para 2 Z 5) and the examination and reporting by the Board of Directors (§ § 220 c and 221a para 2 Z 6) not required" , so far as they concern only the recording of this society. In relation to such a merging is not liable of the members of the Management Board and the Supervisory Board of the absorbed company, as well as of the merger auditor to this company and its shareholders."

(b) after paragraph 1, the following paragraph 1a is inserted:

"(1a) a merger within the meaning of paragraph 1 does not require the approval of the shareholders of the absorbed company (section 221)." An AGM for decision about the merger agreement will take place in the transferor nor in the acquiring company, the entry of the merger in accordance with Article 225a should be so only if the publication or provision to section 221a para 1, a month has passed since 1a and 2; "for the beginning of the period referred to article 231 para. 3 of the day is decisive where the documentation referred to in section 221a para 2 are provided, in the case of a waiver in accordance with paragraph 2 of the day on which the waiver was effective."

(c) in paragraph 2, the phrase "article 220a, 220b" is replaced by the phrase "articles 220a 220 c".

(d) referred to in paragraph 2, the following paragraph 3 is added:

"(3) If no examination is required by the Supervisory Board (section 220 c), the Board shall immediately notify the Supervisory Board over the planned merger. The Supervisory Board pursuant to § 110 ArbVG seconded members belong to, the Executive Board, where appropriate, also has to inform what impact for the workers (relating to employment, conditions of employment and locations) the merger is expected to have."

32. Article 233 is amended as follows:

(a) in paragraph 1, first sentence replaced the expression "paragraphs 225 to 228 and 230" by the phrase "sections 225 to 228, 230 and 232 par. 2".

(b) in paragraph 3, the fourth and fifth sentence read:

"The new company an assessment by one or more Auditors has to take place; § 25 paragraph 3 to 5 as well as the sections 26, 27, 42 and 44 shall apply mutatis mutandis. The examiner can be simultaneously merger auditor."

33. § 262 shall be amended as follows:

(a) in paragraph 19, second sentence, is before the phrase "Company's website" the phrase "registered in the register of companies" inserted.

(b) in paragraph 20 in the first set the number of "2011" replaced by the number "2013" and in the second set before the phrase "Company's website" the phrase "registered in the register of companies" inserted.

(c) in accordance with paragraph 22 be added following paragraph 23 to 30:

"(23) § 8a, § 9, § 10, article 13, paragraph 1 and 5, section 27, paragraph 2, article 33, paragraph 1, § 34 ABS. 4, § 50 para 1, article 61, paragraph 1 and 2, article 67 para. 3, § 68, 69, § 87 par. 6, article 105 par. 2 and 5, sec. 107 para 3, § 108 paragraph 3 and 4, § 109 paragraph 2, article 110, paragraph 1, section 114 para 3, § 118 paragraph 4, article 119, para. 3 , Section 126, subsection 4, section 127 subsection 4, section 128, paragraph 2, § 158, section 220c, section 221a para 1, 1a, 4, and 5, § 223 para 2, article 225, paragraph 1, § 232 par. 1, 1a, 2 and 3, article 233, paragraph 1 and 3, § 254 section 4 as well as § 262 para. 19 and 20 as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force. Article 10a, paragraph 1, § 108 para 5, § 111 paragraph 2, article 112, paragraph 1, and section 128 paragraph 3 as amended by the company law amendment Act, 2011 enter into force 1 January 2014. Article 8, paragraph 6, article 61, paragraph 5 and article 62 par. 5 occur upon the expiry of the July 31, 2011 except force. Section 112 paragraph 2 occurs at the end of 31 December 2013 override.

(24) at general meetings, whose convening has been published before August 1, 2011, as well as on mergers, where before that date, the provision of documents (§ 221a para 2) took place, or a renunciation has been effective, you are to apply regulations further until then. As far as publicly listed companies to publicize information on its Internet site are required, they can this obligation until 31 July 2012 without registration their Internet page in the register of companies in accordance with § 4B FBG match 5 Z.

(25) provisions in the articles of Association on the issue of bearer shares, which have been decided and registered prior to December 31, 2011 for the registration in the commercial register before August 1, 2011, entitle even until 31 December 2013 to issue bearer shares, if the conditions of § 10 para 1 as amended by the company law amendment Act are not fulfilled 2011.

(26) that are 2011 additional particulars Nos. 3 and 4 as amended by the company law amendment act according to article 61, paragraph 1 to enter until January 1, 2013 in the share register.

(27) on 1 August 2011 existing companies have their statutes until 31 December 2013 on the articles 9 and 10 as amended by the company law amendment Act to watch in 2011. In addition, the Management Board and the Supervisory Board for a general meeting held before that date have to propose an appropriate amendment to the Constitution; This applies to a held within one year general meeting in case of loss of the listing (§ 10 par. 3).

(28) as from 1 January 2014 companies with bearer shares to compliance with article 10, par. 2, second and third sentences are required. At that time shares, that of § 10 para 1 and 2 do not fulfil the requirements, as well as interim considered to bearer shares; at the request of a shareholder the company in Exchange for its bearer or his Zwischenschein has a registered share him to exhibit.

(29) as far as issued bearer shares and interim certificates based on the company law amendment Act became 2011 or due to this Act of agreed amendments to the statute invalid, this can be explained in accordance with section 67 for powerless.


(30) a company whose shares were traded on August 1, 2011 on the third market, applies to the duration of inclusion of shares into the third market as a publicly listed company in the sense of § 10 as amended by the company law amendment Act, 2011. The Wiener Börse AG has the society upon request a written confirmation to exhibit that their shares were included on 1 August 2011 in the third market in the trade. "Third market in the sense of this provision is that of Wiener Börse AG in continuation of the unregulated third market in accordance with § 69 Stock Exchange Act in the version of Federal Law Gazette I no. 19 / 2007 driven multilateral trading system."

Article 2

Change the split law

The split law, BGBl. No. 304/1996, as last amended by Federal Law Gazette I no. 58/2010, is amended as follows:

1. in article 3, paragraph 4, the following sentence is inserted pursuant to the second sentence:

"The examiner can be split tester at the same time."

2. in article 4, paragraph 1, the last sentence is omitted.

3. paragraph 6 subsection 2:

"(2) the review by the Supervisory Board of the absorbed company is not necessary if all shareholders in writing refrain in a separate statement. In this case, the Board shall immediately notify the Supervisory Board about the planned split. The Supervisory Board pursuant to § 110 ArbVG seconded members belong to, the Board of Directors may also has to inform what impact for the workers (relating to employment, conditions of employment and locations) Division is expected to have."

4. Article 7 is amended as follows:

(a) referred to in paragraph 1, the following paragraph 1a is inserted:

"(1a) the filing of the Division plan in court and the publication of the submission referred to in paragraph 1 are not required, if the society second sentence no later than a month published the draft terms of Division as well as the note referred to in paragraph 1 before the day of the resolution by the shareholders in electronic form in the edict file (§ 89j GOG). The Federal Minister for Justice can working out the technical details of the procedure for the publication by regulation."

(b) after paragraph 3, the following paragraph 3a is inserted:

"(3a) the mid-term review (para. 2 Z 3) must not be raised if the society since the last annual financial statements a semi-annual financial report according to § 87 BörseG or after the of the host Member State in accordance with article 5 of the transparency directive 2004/109/EC adopted regulations published." In this case occurs. the half-year financial report in the preparation of the annual general meeting at the point of mid-term review"

(c) in paragraph 6 the phrase "Annual general meeting (AGM)" be replaced in the second sentence the phrase "assets" by the word "Negotiation" and in the third set by the phrase "the assets or profitability".

5. in article 11, the previous text receives the sales designation (1); the following paragraph 2 is added:

"(2) in the case of a split in the sense of paragraph 1, a review by an Inspector of the Division is (§§ 5 and 7 para. 2 Z 5) required even if it is a relation-preserving Division (section 16a)."

6. in paragraph the phrase "or 1a" is inserted after the phrase "§ 7 para 1" 13 No. 6.

7 § 15 para 2 and 3 are:

"Security to provide, so far as they may require not satisfaction if they register within six months after the publication of the registration of Division for this purpose; (2) the creditors of the transferor companies is by participating companies This right however only the creditors, if they allege, that conformance to their requirements will be endangered by fission. The creditors are to point out this right in the publication of the registration.

(3) if within the time limit referred to in paragraph 2 Security Court requires, so all participating companies for the claim be liable from this date no unlimited severally, until either the security provided or legally dismissed."

8. after section 16 the following article 16a and heading shall be inserted:

"Relation-preserving Division

section 16a. (1) if the shareholders of the absorbed company and the new companies in the same proportion (ratio limits fission), should be involved in the Division report of the Management Board are (sections 4 and 7 para 2 Z 4), inspecting the split by a Division Inspector (§§ 5 and 7 para 2 Z 5), the examination, as well as reporting by the Supervisory Board (§§ 6 and 7 para 2 No. 6) and the creation of an interim (section 7 para 2 Nos. 3 and para. 3) not required.

(2) If no reporting is required by the Supervisory Board (section 6), § 6 par. 2 is second and third sentences to apply by analogy."

9 Article 17 shall be amended as follows:

(a) in no. 3, the point at the end of the first sentence is replaced by a semi-colon; the second and the third movement are eliminated.

(b) according to the Z, 3 following Z 3a is inserted:



"3a. the nominal capital is increased when the acquiring company to carry out the Division to record, so a review by one or more Auditors has to take place; § 25 paragraph 3 to 5 as well as the sections 26, 27, 42 and 44 shall apply mutatis mutandis. The examiner can be at the same time division Inspector;"

(c) at the end of the Z 5, the semicolon is replaced by a dot; the following sentence is added:

"section 221a para 5 of the German Stock Corporation Act third sentence shall apply also for the Executive Board (CEO) of the absorbed company;"

(d) at the end of the No. 6, the point is replaced by a semi-colon; following no. 7 is added:



"7 all shares of the absorbed company are directly or indirectly in the hands of the receiving societies, so the split is needed not the decision by the shareholders of the transferor company." No decision about the split to the recording will take place also in the acquiring company, so the entry of the Division in accordance with § 14 allowed only if of public companies since the publication or delivery according to § 7 paragraph 1, a month for companies with limited liability since sending the documents pursuant to § 7 para 4 14 days 1a and 2."

10 article 19 the following paragraph 5 is added:

"(5) § 3 para 4, § 4 para 1, § 6 para 2, § 7 paragraph 1a, 3a and 6, § 11, § 13, § 15 para 2 and 3, § 16a and § of 17 in the company law amendment Act amended 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force." Divisions, which before this time was providing or sending of documents (§ 7 para. 2 and 4), you are to then current regulations continue to apply."

Article 3

Amendment of the EU merger law

The EU merger Act, Federal Law Gazette I no. 72/2007, amended by the Federal Act Federal Law Gazette I no. 58/2010, is amended as follows:

1 paragraph is amended as follows 1 paragraph 2:

(a) Z 1 is as follows:



"1 a society in the sense of article 1 of the directive 2009/101/EC on the coordination of agricultural protection, which in the Member States the companies within the meaning of article 48 (2) of the Treaty in the interests of the shareholders and third parties are prescribed, to those provisions equivalent to fashion, OJ" ("No. L 258 of October 1, 2009 p. 11, or" b) in no. 2, the phrase 'Directive 68/151/EEC' is replaced by the phrase 'Directive 2009/101/EC'.

2. Article 8 is amended as follows:

(a) in paragraph 2 Z 2 will turn "article 3 (2) of Directive 68/151/EEC" by the phrase "article 3 (3) of Directive 2009/101/EC" replaced.

(b) after paragraph 2, the following paragraph 2a is inserted:

"(2a) the merger in court filing and the publication of the submission (section 221a, paragraph 1, AktG and section 1) are not required if the company the merger plan and the notice referred to in section 221a para 1 second sentence AktG in by way of analogous application of § 221a para 1a AktG in the edict file (§ 89j GOG) published."

3. in article 14, paragraph 1, the phrase "of the mention of the filing" is eliminated No. 7.

4. Article 17 is amended as follows:

a) paragraph 2 is as follows:

"(2) section 13 para 1 as amended by Federal Law Gazette I no. 58/2010 effective with August 1, 2010."

(b) after paragraph 2, the following paragraph 3 is added:

"(3) section 1 para 2, § 8 par. 2 and 2a, § 14 para 1 as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force." "On cross-border mergers, which before this time the provision (sec. 221a ABS. 2 AktG) or sending of documents (article 8, paragraph 1 and article 97, paragraph 1 GmbHG) took place, or a renunciation has been effective, the hitherto provisions continue to apply."

Article 4

Change of the GmbH law

The GmbH law, RGBl. No. 58/1906, last amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1. paragraph 100 paragraph 1:

"(1) the report of the Executive Director in accordance with section 220a of the German Stock Corporation Act and, where appropriate, the examination by the Supervisory Board in accordance with section 220 c German Stock Corporation Act are not required, if all members refrain from writing or in writing to the General Assembly."

11 the following paragraph is added to section 2. 127:


"(11) § 100 para 1 as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 enter into force." "On mergers, which before this time the sending of documents (§ 97 para 1) took place, or a renunciation has been effective, the hitherto provisions continue to apply."

Article 5

Change of the SE-law

The SE Act, Federal Law Gazette I no. 67/2004, amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1. in article 19, paragraph 1, first sentence, is after the parenthetical expression (section 221a para 1 German Stock Corporation Act) the phrase "or in the publication in accordance with § 221a para 1a AktG" inserted.

2. in article 24, paragraph 1, the phrase "of the mention of the filing" is eliminated No. 7.

3. paragraph 59 paragraph 2:

"(2) in listed companies (§ 3 AktG) the Managing Directors may not belong to the Board of Directors."

The following paragraph 7 is added to § 4. 67:

"(7) article 19, paragraph 1, article 24, paragraph 1, and article 59 paragraph 2 as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force." Formation by merger, which before this time was the provision of documents (section 221a ABS. 2 AktG), you are to then current regulations continue to apply."

Article 6

Change of the corporate book law

The company book Act, Federal Law Gazette No. 10/1991, last amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1 the following paragraph 3 is added to § the 3:

"(3) If a legal entity requests it, the address of its website is to enter."

2. in article 5, following Z 4a is inserted after the Z 4B:



"4. When listed stock companies (§ 3 AktG) the fact of the listing and the address of the Internet site of the company;"

3. in paragraph 11, first sentence the phrase "the listing with the address of the Web site," is inserted after the phrase "the business".

The following paragraph 8 is added to § 4. 43:

"(8) section 3 para 3, § 5 Z 4 (b) and section 11, as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force." The registration according to § 5 4 b is Z to perform up to July 31, 2012."

Article 7

Modification of the custody Act

The deposit law, BGBl. No. 424/1969, last amended by Federal Law Gazette I no. 63/1999 is amended as follows:

1. in article 1, paragraph 1, the phrase "Interim" is omitted.

2. in article 6, paragraph 2, second sentence after the phrase is "lit in accordance with section 24. (b)"the twist"or lit. (d)"inserted.

3. paragraph 24:

"§ 24. The provisions concerning the collective custody and obtaining of ownership of shares of deposits, as well as the provisions of article 23 shall apply mutatis mutandis for the shares



"a) on the intermediate global note representing the individual pieces on a temporary basis, b) on the global note which represents debt securities or investment certificates according to the conditions of issue, c) on a federal debt register claims and d) at an Aktiensammelurkunde."

Article 8

Amendment of the capital adjustment Act

The capital adjustment Act, Federal Law Gazette No. 171/1967, as last amended by Federal Law Gazette I no. 71/2009 is amended as follows:

In article 4, paragraph 1, the phrase "and interim certificates" is omitted in the second set.

Article 9

Amendment to the court fees Act

The Federal law of 27 November 1984 on the Court and judicial administrative fees (court fees Act - GGG), Federal Law Gazette No. 501/1984, amended by Federal Law Gazette I no. 111/2010, is amended as follows:

1. paragraph 2 Z 7 c:



"7c. with regard to the tariff item 14 Z 6 and 12 led to flat fees for the announcements in the edict file with the notice;"

2. in article 7, paragraph 1, at the end of the Z 5 the point replaced with a semi-colon and following Z 6 added:



"6. for publications by entities in the edict file (TP 14 Z 12) of the legal entity, as well as the authorized organs."

3. in the tariff post 10 Z I lit. b

(a) shall be inserted after Z 3 following Z 3a and 3B:



Collective post









Subject









Amount of fees











10







3A. address of the Internet site of a legal entity





8 euro







 





3B. stood to the listing





8 euro





(b) is inserted after Z 13 following no. 13a:



Collective post









Subject









Amount of fees











10







13A. exclusion of minority shareholders





297 euro





4. in the tariff post 14

(a) be added following Z 12:



Collective post









Subject









Amount of fees











14







12. for company and corporate law book publications, undertaking a legal entity on the basis of legal empowerment in the edict file itself





106 euros per calendar year





(b) is the previous note 6 named 7 and is inserted after the note 5 following note 6:

"6. the fee is 14 Z 12 according to tariff post shall be payable for the first publication of a legal entity in the calendar year. For each further publication has noted, to lead that was in this calendar year, have already made the publication and for the fee paid, and the information relevant to the identification of this payment. the entities on it"

4A. in article VI Z 43 is the date "1 October 2011" by date "may 7, 2012" and the date "30 September 2011" replaced by the date "may 6, 2012".

5. in article VI, 45 is attached following Z:



"45. paragraphs 2 and 7, as well as the tariff items 10 and 14 respectively, as amended by the company law amendment Act 2011, Federal Law Gazette I no. 53/2011, with August 1, 2011 into force." TP 10 Z I lit. b Z 13a is to apply to entries that take place after 31 July 2011."

Article 10

Implementation note

With this federal law, the directive will be 2009/109/EC amending Directives 77/91/EEC, 78/855/EEC and 82/891/EEC of the Council and Directive 2005/56/EC as regards reporting and documentation requirements in the mergers and divisions, OJ No. L 259 of October 2, 2009 p.14, implemented.

Fischer

Faymann