Company Law Amendment Act, 2011 - Gesräg 2011

Original Language Title: Gesellschaftsrechts-Änderungsgesetz 2011 – GesRÄG 2011

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53. Federal Act, amending the Stock Corporation Act, the Spelling Act, the EU Merger Act, the GmbH Act, the SE Act, the Company Book Act, the Depository Law, the Capital Employment 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 the Stock Corporation Act

Article 2

Amendment of the Spission Act

Article 3

Amendment of the EU Merger Act

Article 4

Change of the GmbH-Act

Article 5

Amendment of the SE Act

Article 6

Amendment of the Company Book Act

Article 7

Amendment of the depot law

Article 8

Amendment of the Capital Correction Act

Article 9

Amendment of the Court Fees Act

Article 10

Implementation Notice

Article 1

Amendment of the Stock Corporation Act

The Stock Corporation Act, BGBl. N ° 98/1965, as last amended by the Federal Law BGBl. I n ° 111/2010, is amended as follows:

1. § 8 (6) is deleted.

§ 9 shall be given the title of Section 8a. § § 9 and 10 together with headings are:

" Registered Shares

§ 9. (1) In addition to the cases in Section 10 (1), shares must be on behalf of the shares.

(2) If registered shares are issued prior to the full performance of the issue amount, the amount of the partial benefits in the share shall be disclosed.

(3) In the articles of association, the claim of the shareholder may be excluded or restricted to securitization of its share. In addition to the majority requirements in accordance with Section 146, a change in the statutes shall also require the consent of each shareholder who does not remain at least entitled to a securitisation of his share in a collective certificate, unless the relevant Shares are listed on the stock exchange in the meaning of § 3.

Bearer shares

§ 10. (1) Shares may be referred to holders if the company is listed on the stock exchange or if the shares are to be admitted to trading on a stock exchange in the meaning of section 3 according to the Articles of Association.

(2) bearer shares may only be issued after the full amount of the output amount. They are to be securable in one, where appropriate, in a plurality of collecting documents. A listed company has to deposit the collective instrument (s) with a securities collection bank in accordance with Section 1 (3) of the Depository Act or an equivalent foreign entity.

(3) Prior to the stock exchange listing and after the end of a year since the termination of the stock market listing of the company, the provisions relating to registered shares shall apply in a reasonable way to bearer shares.

(4) The Articles of Association may determine that, at the request of a shareholder, its bearer shares in registered shares and in the cases referred to in paragraph 1, its registered shares are to be converted into bearer shares. "

The first sentence of Article 10a (1) reads as follows:

"In the case of bearer shares, the share ownership shall be verified by a confirmation from the depository credit institution established in a Member State of the European Economic Area or in a full member state of the OECD (depository confirmation)."

(4) § 13 is amended as follows:

(a) In the first sentence of para. 1, the turn- "and intermediate notes" .

(b) In paragraph 5, the first sentence is:

" If this federal law requires that information be made available on the website of the company, this information must be easily found and read as well as saved as a document and printed out "

5. In the second sentence of 27 para. 2, the turn-of-turn " taking account of the fee regulations (Section 17 (2) of the German Chamber of Economic Scatter Chamber Law, BGBl. N ° 20/1948) ".

6. In § 33 (1) (1) (1) and in § 254 (4) second sentence, the citation shall be: "§ 10 (3)" through the citation "§ 10 (4)" replaced.

7. In § 34 (4), the first and second sentences in each case shall be deleted "or intermediate notes".

8. In Section 50 (1), the turn of the second sentence shall not apply "and intermediate notes" .

9. § 61 shall be amended as follows:

(a) para. 1 reads:

" (1) All shares, which are registered in accordance with the law or the articles of association, shall be entered in the company's stock book with the following information:

1.

the name (company) and the address of the shareholder, in the case of natural persons, the date of birth, in the case of legal persons, where appropriate, the register and the number under which the legal person is led in their country of origin;

2.

the number or number of shares, in the case of par value shares, the amount;

3.

in the case of a non-listed company, a statement of account which is disclosed by the shareholder and denominated in such a connection with a credit institution within the meaning of Article 10a (1), to which all payments are to be made;

4.

if the shares belong to a person other than the person registered in the share book, the information according to Z 1 and Z 2 also via this other person, provided that the shareholder is not a credit institution in the sense of Section 10a (1). "

(b) the second sentence of paragraph 2 is:

" A credit institution which is registered in the share book and which does not belong to the shares (par. 1 Z 4), in order to exercise the right to vote, the person who owns the shares shall be empowered to exercise the voting rights. "

(c) (5).

10. § 62 (5).

11. § 67 (3), first sentence reads:

" In so far as the right of the shareholder to securitise his share is not excluded by law or by statute, new shares shall be issued instead of the shares declared for non-powerless shares and shall be handed over to the rightholded person or, if a right to Deposit is to be deposited. "

12. § 68 is amended as follows:

(a) In the title, the turn is deleted "or Intermediate Notes" .

b) In the first sentence there is no turn "or an intermediate note" .

13. In § 69, the first and second sentences in each case shall be waited. "or the incident".

14. In § 87 (6), before the turn "Website of the Company" the twist "registered in the Company Book" inserted.

15. § 105 shall be amended as follows:

(a) In paragraph 2, second sentence, the turn shall be: "Deposit points as well as communication channels or" through the turn "persons, positions, communication channels or" replaced.

(b) In paragraph 5, after the turn of the "Take all shareholders" the twist "a non-listed company" inserted.

16. In § 107 (3), the word in the fourth sentence shall be: "Registered Shares" by the word "Registered Shares" replaced.

17. § 108 is amended as follows:

(a) In paragraph 3, in the one-way sentence after the turn-over "to lay down the shareholders ' insight" the twist "or to make available on their website registered in the company register" inserted.

(b) In paragraph 4, the introduction sentence shall be used before the word "Website" the twist "registered in the Company Book" inserted.

(c) paragraph 5 reads:

" (5) A non-listed company shall, on request, give each shareholder a copy of the documents referred to in paragraph 3 without delay and free of charge; any shareholder may also require that the company be convened and a copy of the documents referred to in paragraph 3 of this Article shall be issued. Documents referred to in paragraph 3 at the latest by the 21 The day before the Annual General Meeting will be sent by registered letter or by electronic mail to the address announced by the company. These obligations shall not be fulfilled if the company makes these documents available on its website registered in the company's register. For the duration of the opening-up, paragraph 4 shall apply mutagenic. "

18. In § 109 (2), third sentence, before the word "Website" the twist "registered in the Company Book" inserted.

19. In § 110 (1), first sentence, § 114 (3) and § 118 (4), first sentence, before the turn of the turn "Website of the Company" in each case the turn "inserted in the Company Book".

20. The second sentence and the third sentence are deleted in Section 111 (2).

21. § 112 is amended as follows:

(a) In paragraph 1, the turn-off "in the case of bearer shares after the shareholes, in the case of registered shares" and the word "Each" .

(b) (2).

22. § 119, para. 3, first sentence reads:

"In the case of a number of requests on an item on the agenda, first of all motions to which votes have been cast before the beginning of the general meeting in the course of the distance vote or by letter shall be put to the vote."

Section 126 (4), first sentence reads:

"If the shareholder has to use a form or an input mask in accordance with the voting procedure, it must be agreed that the shareholders can vote on any announced proposal for a resolution."

The first sentence of Article 127 (4) reads as follows:

"The form must be designed in such a way that shareholders can vote on each announced proposal."

25. § 128 is amended as follows:

(a) In paragraph 2, first sentence shall be before the word "Website" the twist "registered in the Company Book" inserted.

(b) (3) reads:

" (3) In the case of a non-listed company, each shareholder may require that the decisions taken and the information referred to in paragraph 1 (1) (1) to (4) be made within 15 days after the general meeting by registered letter or by way of the electronic mail shall be sent to the address of the company. This obligation shall not apply if the company makes this information available on its website registered in the company's register. The duration of the opening-up shall be determined in accordance with paragraph 2. "

26. § 158 is amended as follows:

(a) In the title, the turn is deleted "and intermediate notes" .

b) In the first and second sentence, the turn is eliminated "and intermediate notes".

27. § 220c reads:

" § 220c. The supervisory boards of the companies involved in the merger have to examine the proposed merger on the basis of the merger report and the audit report, and to report a written report thereon; § 118 (3) is to be applied mutaly. The examination by the Supervisory Board of the acquiring company may be omitted if an amount limit has been fixed for the acquisition of companies pursuant to Article 95 (5) (1) and the carrying amount of the transferring company does not limit this amount. exceeds. "

Section 221a is amended as follows:

(a) In paragraph 1, the second sentence shall not apply: "and 4" .

(b) In accordance with paragraph 1, the following paragraph 1a is inserted:

" (1a) The filing of the merger contract or its draft in court and the publication of the mention of the submission referred to in paragraph 1 shall not be required if the company has the merger treaty or its draft as well as its draft as well as its draft as well as its draft as well as its draft. the statement pursuant to paragraph 1, second sentence, published not later than one month before the Annual General Meeting, which is to decide on the approval of the merger, in electronic form in the Edikts file (§ 89j GOG). The Federal Minister for Justice can regulate the technical details of the way in which it is published by regulation. "

(c) The following paragraph 4 shall be inserted after paragraph 3:

" (4) The interim balance sheet (par. 2 Z 3) shall not be established if, since the last annual financial statements, the company has issued a half-yearly financial report according to § 87 BörseG or according to the provisions adopted by the host Member State in accordance with Art. 5 of the Transparency Directive 2004 /109/EC Regulations have been published. In this case, the half-yearly financial report shall be replaced by the interim balance sheet in the preparation of the general meeting. "

(d) (5) reads:

" (5) The documents referred to in paragraph 2 shall be placed at the Annual General Meeting. The Management Board shall explain orally the merger agreement or its draft at the beginning of the negotiation. Before taking a decision, the Management Board shall have the shareholders responsible for any substantial change in the assets or earnings situation of any of the companies involved in the merger between the drawing up of the merger agreement or its the draft and the date of resolution shall be notified; this shall apply in particular where the change would justify a different exchange ratio. To this end, the Management Board of the Company, in which such a change in the assets or earnings situation has occurred, shall immediately inform the Management Board of the other participating company (s) thereof. "

29. In § 223 (2), first sentence, the first half sentence is:

"In the case of an increase in the capital referred to in paragraph 1, an examination by one or more examiners shall take place in the case of the accepting company;"

30. In § 225 (1) Z 7, after the turn of the "§ 221a (1)" the twist "or 1a" inserted.

31. § 232 shall be amended as follows:

(a) para. 1 reads:

" (1) All shares of a transferring company are directly or indirectly in the hands of the accepting company, so the information on the exchange of shares (§ 220 para. 2 Z 3 and 4), the merger reports of the board of management (§ § 220a and 221a (2) (4), the examination of the merger by the merger testers (§ § 220b and 221a (2) (5)) and the examination and reporting by the supervisory boards (§ § 220c and 221a (2) (6)) are not required, insofar as they are only included in the admission of that society. In respect of such a merger, there shall be no liability of the members of the Management Board and of the Supervisory Board of the transmitting company and of the merger auditor vis-à-vis this company and its shareholder. "

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

" (1a) In the event of a merger within the meaning of paragraph 1, the approval of the general meeting of the transmitting company (§ 221) is not required. If neither in the transferring company nor in the accepting company a general meeting takes place in order to decide on the merger agreement, the registration of the merger pursuant to § 225a shall not take place until the date of publication. or provision in accordance with Section 221a (1), (1a) and (2) a month has elapsed; for the beginning of the period pursuant to Section 231 (3), the date on which the documents are provided in accordance with Section 221a (2) shall be the decisive date in the event of a waiver in accordance with paragraph 2 of the day, that the waiver has been effective. "

(c) In paragraph 2, the turn shall be: "§ § 220a, 220b" through the turn "§ § 220a to 220c" replaced.

(d) In accordance with paragraph 2, the following paragraph 3 is added:

" (3) Unless examination by the Supervisory Board (§ 220c) is to take place, the Management Board shall immediately inform the Supervisory Board of the proposed merger. If members of the Supervisory Board are members of the Supervisory Board according to § 110 ArbVG, the Management Board shall also, if appropriate, inform the Supervisory Board about the impact on employees (employment, employment conditions and locations) of the employees. Merger is likely to have. "

32. § 233 shall be amended as follows:

(a) In paragraph 1, first sentence, the turn shall be: "§ § 225 to 228 and 230" through the turn "§ § 225 to 228, 230 and 232 (2)" replaced.

(b) In paragraph 3, the fourth and fifth sentences are:

" In the case of the new company, an examination by one or more examiners shall take place; § 25 (3) to (5) as well as § § 26, 27, 42 and 44 shall apply analogously. The auditor may be a merger auditor at the same time. "

33. § 262 shall be amended as follows:

(a) In paragraph 19, second sentence, before the turn "Website of the Company" the twist "registered in the Company Book" inserted.

(b) In paragraph 20, in the first sentence, the number "2011" by the number "2013" replaced and in the second sentence before the turn "Website of the Company" the twist "registered in the Company Book" inserted.

(c) According to paragraph 22, the following paragraphs 23 to 30 shall be added:

" (23) § 8a, § 9, § 10, § 13 para. 1 and 5, § 27 para. 2, § 33 para. 1, § 34 para. 4, § 50 para. 1, § 61 para. 1 and 2, § 67 para. 3, § 68, § 69, § 87 para. 6, § 105 para. 2 and 5, § 107 para. 3, § 108 para. 3 and 4, § 109 para. 2, § 110 para. 1, § 114 para. 3, § 118 Paragraph 4, § 119 (3), § 126 (4), § 127 (4), § 128 (2), § 158, § 220c, § 221a (1), (1a), (4) and (5), § 223 (2), § 225 (1), § 232 (1), (2) and (3), § 233 (1) and (3), § 254 (4) and § 262 (19) and (20) as amended by the Corporate Law-Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. § 10a (1), § 108 (5), Section 111 (2), § 112 (1) and Section 128 (3) of the Act on Amendment of the Company Law (Act 2011) are 1. Jänner 2014 in force. Section 8 (6), section 61 (5) and section 62 (5) will expire at the end of 31 July 2011. Section 112 (2) shall expire at the end of 31 December 2013.

(24) At general meetings, the convening of which was announced before 1 August 2011, as well as mergers in which the provision of the documents (Section 221a (2)) was made or a waiver took effect prior to that date, to continue to apply the provisions in force until that date. To the extent that listed companies are obliged to publish information on their website, they may also comply with this obligation until 31 July 2012 without the registration of their website in the company register in accordance with § 5 Z 4b FBG.

(25) Regulations in the Articles of Association concerning the issueof bearer shares, which were adopted before 1 August 2011 and filed for registration in the Company Book before 31 December 2011, shall entitle the holder to the issue of the issueof the bearer shares until 31 December 2013. Bearer shares, if the requirements of § 10 (1) in the version of the Company Law Amendment Act 2011 are not fulfilled.

(26) The additional information required in accordance with § 61 (1) Z 3 and 4 in the version of the Company Law Amendment Act 2011 is up to 1. Jänner 2013 in the stock book.

(27) On 1 August 2011 existing public limited liability companies have to adapt their Articles of Association to § § 9 and 10 in the version of the Company Law Amendment Act 2011 until 31 December 2013. For this purpose, the Management Board and the Supervisory Board shall propose a corresponding amendment to the Articles of Association for a general meeting which is to be held before that date; this shall apply mutationally to a general meeting taking place within one year in the case of the Annual General Meeting Loss of stock market listing (§ 10 (3)).

(28) From 1. January 2014, companies with bearer shares are obliged to comply with § 10 para. 2 of the second and third sentences. From this point on, bearer shares that do not meet the requirements of § 10 (1) and (2) shall apply as well as interim certificates as registered shares; at the request of a shareholder, the company shall have the company in exchange for its bearer share. or to issue a name share of his interim note.

(29) Insofar as issued bearer shares as well as any interim certificates pursuant to the Company Law Amendment Act 2011 or amendments to the Articles of Association adopted on the basis of this Act have become inadmissible, these may be declared powerless pursuant to § 67 .

(30) A company whose shares were traded on the third market on 1 August 2011 shall be deemed to be a listed company for the duration of the inclusion of the shares in the third market in the sense of Section 10 in the version of the Company law-amending act 2011. On request, Wiener Börse AG has to issue a written confirmation to the company that its shares were included in the trading on the third market on 1 August 2011. The third market in the sense of this provision is that of Wiener Börse AG in continuation of the unregulated third market pursuant to § 69 Austrian Stock Exchange Act, as amended by the Federal Law BGBl. I n ° 19/2007, the multilateral trading system. "

Article 2

Amendment of the Spission Act

The Spission Act, BGBl. N ° 304/1996, as last amended by the Federal Law BGBl. I n ° 58/2010, is amended as follows:

(1) In Article 3 (4), the following sentence shall be inserted after the second sentence:

"The auditor can be a division tester at the same time."

2. In § 4 (1), the last sentence is deleted.

Section 6 (2) reads as follows:

" (2) The examination by the Supervisory Board of the transferring company is not required if all shareholders give up in writing in a separate statement thereon. In this case, the Management Board shall immediately inform the Supervisory Board of the planned division. If members of the Supervisory Board are members of the Supervisory Board according to § 110 ArbVG, the Management Board shall also, if appropriate, inform the Supervisory Board about the effects of the split on employees (employment, employment conditions and locations). is likely to have. "

(4) § 7 is amended as follows:

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

" (1a) The filing of the fission plan in the case of a court and the publication of the mention of the filing referred to in paragraph 1 shall not be required if the company has a division plan and the reference referred to in paragraph 1, second sentence, at the latest Month before the date of the decision by the shareholders in electronic form published in the Edikts file (§ 89j GOG). The Federal Minister for Justice can regulate the technical details of the way in which it is published by regulation. "

(b) In accordance with paragraph 3, the following paragraph 3a is inserted:

" (3a) The interim balance sheet (par. 2 Z 3) shall not be established if, since the last annual financial statements, the company has issued a half-yearly financial report according to § 87 BörseG or according to the provisions adopted by the host Member State in accordance with Art. 5 of the Transparency Directive 2004 /109/EC Regulations have been published. In this case, the half-yearly financial report shall be replaced by the interim balance sheet in the preparation of the general meeting. "

(c) In paragraph 6, in the second sentence, the turn shall be "General Meeting (General Assembly)" by the word "Negotiation" and in the third sentence, the turn "the assets" through the turn "the assets or earnings situation" replaced.

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

"(2) In the event of a division within the meaning of paragraph 1, an examination by a division tester (§ § 5 and 7 para. 2 Z 5) is necessary even if the division is a proportionate division (§ 16a)."

6. In § 13 Z 6, after the turn "§ 7 (1)" the twist "or 1a" inserted.

7. § 15 (2) and (3) are:

" (2) The creditors of the transferring companies shall be provided with security by the companies concerned, to the extent that they are unable to claim satisfaction if they are satisfied within six months of the date of publication of the registration of the division. However, the creditors shall only be entitled to this right if they make it credible that the division will endanger the performance of their claim. The creditors shall be informed in the publication of the registration of this right.

(3) If, within the period referred to in paragraph 2, a security performance is required by court, from that date all participating companies shall be liable for the claim unrestrictedly as total debtors, until either the security or the lawsuit shall be dismissed by a final decision. "

8. According to § 16, the following § 16a and title shall be inserted:

" Ratio-true division

§ 16a. (1) If the shareholders in the transferring company and in the new companies are to be involved in the same relationship (proportional division), the division report of the Management Board (§ § 4 and 7 para. 2 Z 4), the examination of the Division by a division tester (§ § 5 and 7 para. 2 Z 5), the examination as well as reporting by the Supervisory Board (§ 6 and 7 sec. 2 Z 6) and the preparation of an interim balance sheet (§ 7 para. 2 Z 3 and para. 3) not required.

(2) If no reporting by the Supervisory Board (§ 6) is to be made, § 6 para. 2 of the second and third sentences shall apply in accordance with the applicable law. "

9. § 17 shall be amended as follows:

a) In Z 3, at the end of the first sentence, the point is replaced by a stroke; the second and the third set are omitted.

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

" 3a.

in the case of the accepting company, the nominal capital shall be increased for the purpose of carrying out the division in order to take up the division, the examination shall be carried out by one or more examiners; § 25 (3) to (5) as well as § § 26, 27, 42 and 44 shall apply analogously. The auditor may be a split examiner at the same time; "

(c) At the end of Z 5, the line shall be replaced by one point; the following sentence shall be added:

"Section 221a (5) AktG third sentence shall also apply to the Management Board (Managing Director) of the transferring company;"

(d) At the end of Z 6, the point shall be replaced by a stroke; the following Z 7 shall be added:

" 7.

If all the shares of the transferring company are directly or indirectly in the hands of the accepting company (s), the division shall not be subject to the decision by the shareholders of the transferring company. If there is no decision on the division to be taken into account in the accepting company, the division may not be registered in accordance with § 14 until the public limited liability companies have been registered since the publication or provision in accordance with § 7 1, 1a and 2 a month, in the case of companies with limited liability since the documents have been sent in accordance with Section 7 (4) 14 days. "

10. The following paragraph 5 is added to § 19:

" (5) § 3 (4), § 4 (1), § 6 (2), § 7 (1a), 3a and 6, § 11, § 13, § 15 (2) and (3), § 16a and § 17 in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. The provisions in force until then shall continue to apply to divisions in which the documents (§ 7 (2) and (4)) were made available or sent before that date. "

Article 3

Amendment of the EU Merger Act

The EU merger law, BGBl. I No 72/2007, as last amended by the Federal Law BGBl. I n ° 58/2010, is amended as follows:

1. § 1 (2) is amended as follows:

(a) Z 1 is:

" 1.

a company within the meaning of Article 1 of the Directive 2009 /101/EC concerning the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to these provisions , OJ L 327, 30.4.2004 No. OJ L 258, 1.10.2009, p. 11, or "

b) In Z 2, the turn "Directive 68 /151/EEC" through the turn "Directive 2009 /101/EC" replaced.

2. § 8 is amended as follows:

(a) In paragraph 2 (2), the turn shall be: "Article 3 (2) of Directive 68 /151/EEC" through the turn "Article 3 (3) of Directive 2009 /101/EC" replaced.

(b) In accordance with paragraph 2, the following paragraph 2a is inserted:

" (2a) The filing of the draft terms of merger with the court and the publication of the reference to the filing (Section 221a (1) of the German Stock Corporation Act (AktG) and (1)) are not required if the company has the merger plan as well as the notice pursuant to Section 221a (1) (b) of the German Stock Corporation Act. 1 second sentence AktG published in the appropriate application of Section 221a (1a) of the German Stock Corporation Act (AktG) in the Edikts file (§ 89j GOG). "

3. In § 14 (1) Z 7 the turn-of-the-turn "the mention of the submission" .

(4) § 17 is amended as follows:

(a) para. 2 reads:

" (2) § 13 para. 1 in the version of the Federal Law BGBl. I N ° 58/2010 shall enter into force on 1 August 2010. '

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

" (3) § 1 para. 2, § 8 para. 2 and 2a as well as § 14 paragraph 1 in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. In the case of cross-border mergers where the provision (Section 221a (2) of the German Stock Corporation Act (AktG)) or the transmission of the documents (Section 8 (1) and § 97 (1) GmbHG) was made or a renunciation took effect before that date, the date to which the file was submitted shall continue to apply. "

Article 4

Change of the GmbH-Act

The GmbH-Law, RGBl. No 58/1906, as last amended by the Federal Law BGBl. I n ° 111/2010, is amended as follows:

1. § 100 (1) reads:

" (1) The report of the managing directors according to § 220a AktG and, where applicable, the examination by the Supervisory Board pursuant to § 220c AktG are not required if all shareholders in writing or in the minutes to the Annual General Meeting thereon waive. "

(2) The following paragraph 11 is added to § 127:

" (11) § 100 (1) in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, will enter into force on 1 August 2011. The provisions in force until then shall continue to apply to mergers where the documents (section 97 (1)) were sent before that date, or if the waiver was effective. "

Article 5

Amendment of the SE Act

The SE Law, BGBl. I n ° 67/2004, as last amended by the Federal Law BGBl. I n ° 111/2010, is amended as follows:

1. In § 19 (1), first sentence, after the expression of the staples "(§ 221a (1) AktG)" the twist "or in the publication pursuant to § 221a (1a) AktG" inserted.

2. In § 24 (1) Z 7 the turn-of-the-turn "the mention of the submission" .

Section 59 (2) reads as follows:

"(2) In listed companies (§ 3 AktG), the managing directors may not belong to the Board of Directors."

(4) The following paragraph 7 is added to § 67:

" (7) § 19 (1), § 24 (1) and § 59 (2) in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. The provisions in force until then shall be applied further on the basis of a merger in which the documents (Section 221a (2) of the German Stock Corporation Act (AktG)) were made available before that date. "

Article 6

Amendment of the Company Book Act

The Company Book Act, BGBl. No. 10/1991, as last amended by the Federal Act BGBl. I n ° 111/2010, is amended as follows:

(1) The following paragraph 3 is added to § 3:

"(3) If a legal entity so requests, the address of his website shall also be entered."

2. In § 5 the following Z 4b is inserted after Z 4a:

" 4b.

in the case of publicly traded public limited companies (Article 3 of the German Stock Corporation Act), the circumstance of the stock exchange listing and the address of the website of the company; "

3. In § 11, first sentence, after the turn "the business branch" the twist "the stock market listing, the address of the website," inserted.

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

" (8) § 3 para. 3, § 5 Z 4b and § 11 in the version of the Company Law Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. The application in accordance with § 5 Z 4b is to be carried out until 31 July 2012. "

Article 7

Amendment of the depot law

The custody bill, BGBl. No. 424/1969, as last amended by the Federal Law BGBl. I No 63/1999, shall be amended as follows:

1. In § 1 (1), the turn-of-the-turn "Intermediate Notes" .

2. In § 6, para. 2, second sentence, after the turn "according to § 24 lit. b" the twist "or lit. d" inserted.

3. § 24 reads:

" § 24. The provisions relating to the collection and procurement of ownership of collection components as well as the provisions of § 23 shall apply mutatily to the shares

a)

in an intermediate collection certificate, which temporarily represents the individual pieces,

b)

on a collection certificate representing debt securities or investment certificates in accordance with the issuing conditions,

c)

on a federal debt claim, and

d)

on a stock-collection certificate. "

Article 8

Amendment of the Capital Correction Act

The Capital Adjustment Act, BGBl. No. 171/1967, as last amended by the Federal Law BGBl. I n ° 71/2009, is amended as follows:

In Section 4 (1), the turn of the second sentence shall be deleted "and intermediate notes" .

Article 9

Amendment of the Court Fees Act

The federal law of 27 November 1984 on judicial and judicial administrative charges (court fee law-GGG), Federal Law Gazette No. 501/1984, as last amended by the Federal Law of the Federal Republic of Germany (BGBl). I n ° 111/2010, is amended as follows:

1. § 2 Z 7c reads:

" 7c.

as regards the flat-rate charges referred to in subheading 14 (6) and (12), for the notices in the edicitation file with the notice; "

2. In Section 7 (1), at the end of Z 5, the point shall be replaced by a line-point and the following Z 6 shall be added:

" 6.

in the case of publications of legal entities in the Edict file (TP 14 Z 12) of the legal entities, as well as the bodies responsible for representation. "

3. In the tariff post 10 Z I lit. B

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

Rate post

Subject matter

Level of charges

10

3a. Address of the website of a legal entity

8 Euro

3b. circumstance of stock market listing

8 Euro

(b) the following Z 13a shall be inserted after Z 13:

Rate post

Subject matter

Level of charges

10

13a. Exclusion of minority shareholders

297 Euro

4. In tariff post 14

(a) the following Z 12 shall be added:

Rate post

Subject matter

Level of charges

14

12. for publications relating to corporate and corporate publications, which a legal entity carries out on the basis of legal authorization in the Edikts file itself

106 Euro per calendar year

(b) the previous Note 6 shall be replaced by the title 7 and shall be inserted after note 5:

" 6. The fee in accordance with the tariff post 14 Z 12 shall be paid for the first publication of a legal entity in the calendar year. In the case of any further publication, the legal entity shall indicate that a publication has already been made in this calendar year and that the fee has been paid for that purpose, and the information relevant to the allocation of that payment. "

4a. In Art. VI Z 43 will be the date " 1. October 2011 " by the date "7 May 2012" and the date "30th September 2011" by the date "6 May 2012" replaced.

(5) In Article VI, the following Z 45 is added:

" 45.

§ § 2 and 7 as well as the tariff items 10 and 14, respectively, as amended by the Company Law Amendment Act 2011, BGBl. I No 53/2011, enter into force on 1 August 2011. TP 10 Z I lit. b Z 13a shall apply to entries made after 31 July 2011. "

Article 10

Implementation Notice

With this federal law, Directive 2009 /109/EC amending Council Directives 77 /91/EEC, 78 /855/EEC and 82 /891/EEC and Directive 2005 /56/EC as regards reporting and documentation requirements in the case of mergers and divisions, is amended. 1. No. OJ L 259, 2.10.2009 p. 14.

Fischer

Faymann