Cooperative Law Amendment Act 2006 - Genräg 2006

Original Language Title: Genossenschaftsrechtsänderungsgesetz 2006 – GenRÄG 2006

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104. Federal law, which a federal law on the Statute for a European cooperative society (Societas Cooperativa Europaea - SCE) - (SCE law - SCEG) is issued as well as the cooperative law, the registrars Act, the court fees Act, the Court transfer Act 1962, the Banking Act, the pension fund law, the Stock Exchange Act, the insurance supervision law, the labour Constitution Act, the postal labor-management relations, the labour and social courts act and the agricultural work Act be changed federal legislation in 1984 (Cooperative Law Amendment Act 2006 - GenRÄG 2006)

The National Council has decided:

Article 1

Law on the Statute for a European cooperative society (Societas Cooperativa Europaea - SCE) - (SCE law - SCEG)

1. main piece

General regulations

Purpose of the law, references



1. (1) this federal law serves the effect be of Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for a European cooperative society (SCE), Official Journal No. L 207 of 18 August 2003, S1 up to 24.

(2) as far as in this Federal Act referred to the 'regulation', is to understand the Regulation (EC) No. 1435/2003 of 22 July 2003 on the Statute for a European cooperative society (SCE).

(3) as far as in this Federal Act referred to a 'Member State', are mean the Member States of the European Union and the parties to the agreement on the European economic area.

Request the publication of a European cooperative society (SCE) in the official journal of the EC



§ 2. The Court has the information to be published pursuant to article 13 of the regulation, within one month after the publication of the edict file (§ 10 par. 1 of the German commercial code, dRGBl. S. 219/1897) to inform the Office for official publications of the European communities.

Acquisition of membership



§ 3. The articles of association may provide that persons coming for the use or production of the goods and the use or provision of the services of the European cooperative society (SCE) in question, may be admitted as investing (not use) members.

Court



§ 4. About the registration of the European cooperative society (SCE) and in articles 7, 29, 30, 54 (2) and 73 of regulation designated tasks and she negotiated otherwise in this federal law matters assigned to the Court and he decides for the seat of the cooperative responsible, appointed to the exercise of jurisdiction in commercial matters Court of first instance in the proceedings out of disputes.

Seat of the European cooperative society (SCE)



§ 5 (1) has the Statute of the European cooperative society (SCE) to determine the place in domestic seat where the cooperative has an operating or where is the management or the management is done. This rule must be adhered to for an important reason.

(2) a European cooperative society (SCE) headquartered in Austria their headquarters to another State, moved it is so from the Court to request, within a reasonable period to be determined either in Austria to build their headquarters or to transfer its seat according to the procedure of article 7 of the regulation. The European cooperative society (SCE) does not fulfil the request within that period, the Court has to resolve the European cooperative society (SCE). In the prompt is pointing to this legal consequence. Recourses against the prompt or the resolution have suspensive effect.

2. main piece

Transfer of the seat of a European cooperative society (SCE) in accordance with article 7 of the regulation

Examination of the transfer by the Supervisory Board and the auditor



6. (1) the Supervisory Board of a European cooperative society (SCE) has the intended transfer of its seat to another Member State on the basis of the report of the Executive Board (article 7 paragraph 3 of the regulation) to examine and to submit a written report.

(2) that is intended registered office by one in accordance with paragraphs 2 and 3 of the cooperative Audit Act 1997, BGBl. I no. 127/1999, to ordering auditor to verify whether it is compatible with the interests of its members and the interests of the creditors of the European cooperative society (SCE). The auditor has the results of the audits to report in writing. The report is to be read in the General Assembly. The auditor is entitled to participate in the General Assembly Advisory.

Disclosure of the transfer plan



7. (1) the Board of Directors has at least two months prior to the date of the general meeting which is to decide on the transfer of the seat of the European cooperative society (SCE) in another Member State to submit the relocation plan with the Court and a note on this submission in the announcement leaves of the company (article 12 of the regulation in conjunction with section 18 of the companies Act 1965, Federal Law Gazette No. 98/1965) to publish. In this publication, the members on their rights in accordance with paragraph 2 and 3 and the creditors on their rights in accordance with paragraph 2 and 3, as well as in accordance with § 8 are noted.

(2) on the relocation plan, the report of the Executive Board, the audit reports of the directors and of the auditor and the annual financial statements and the management report, were last created or last to create under the statutory provisions were put up for inspection by the members and creditors are seat of the cooperative at least during one month prior to the date of the General Assembly, through the laying is to decide.

(3) upon request a copy of the documents referred to in paragraph 2 is each Member and each creditor immediately and free of charge to grant.

(4) in the General Assembly you are applying documents referred to in paragraph 2. The layout at the beginning of the hearing to explain orally by the Board. The Board members before the decision about any significant changes in the assets or profitability of the Confederation, which has occurred between the plan of laying and the date of adoption, to teach.

Creditor protection



§ 8 (1) transferred their seat in another Member State a European cooperative society (SCE), the creditors of the cooperative in writing logs at the latest within one month after the relocation decision for this purpose, to provide security, so far as they may require not satisfaction for claims incurred until then. This right is however only the creditors, if they allege that they want is endangered by the transfer of the seat.

(2) the certificate paragraph 8 of Regulation may be only issued pursuant to article 7, if an adequate security has been provided to all of the creditors entitled to safety performance referred to in paragraph 1.

Registration of transfer of their seat in another Member State, certification in accordance with article 7 paragraph 8 of regulation



9. (1) all members of the Executive Board have to register the intended transfer of the seat of the European cooperative society (SCE) in another Member State to be registered in the register of companies. The registration are in original, enclose copies or certified copy:



1. the laying plan (art. 7 para. 2 of the regulation);

2. the minutes of the transfer decision;

3. the report of the Executive Board (article 7 paragraph 3 of the regulation);

4. the audit report of the Auditor (§ 6 par. 2);

5. proof of publication of the mention of the filing of the laying plan (§ 7 para 1);

6. the annual financial statements and the management report, which were last to create under the statutory provisions;

7. the detection of ensuring the creditor (section 8) and the explanation that others not have registered as satisfied or seized creditors within the period laid down in article 8.

(2) all members of the Board have to explain that an action for rescission or nullity of transfer decision has been not collected within one month of its decision or withdrawn, or that all members by notarized Declaration have waived such an action to the Court. After expiry of this period, such an action may be brought. The Declaration not be presented, the Court referred to in article 19 has to address Harvesters.

(3) the Court has to examine whether the preceding the transfer legal acts and formalities have been carried out properly and the claims of creditors (section 8) are ensured. This is the case, it has carried out the registration and to issue the certificate referred to in article 7 paragraph 8 of regulation.

(4) in the case of the registration of the proposed transfer, the planned new headquarters are to specify the register in that the European cooperative society (SCE) should be entered, and the fact that the certificate referred to in article 7 paragraph 8 of regulation was issued.


(5) if the transfer of the seat in the new register is registered, the Board by connecting the communication of the register of the new seat has to sign the enlistment of the implementation of the transfer and cancellation of the European cooperative society (SCE) to the register of companies. This release not in German language is written, a certified translation into the German language is to be attached. Implementation of transfer and deletion of the European cooperative society (SCE) in the register of companies can only after receipt of the notification of the registry of the new headquarters of the new registration of the SCE (art. 7 para 11 of the regulation) will be registered.

Registration of the transfer of the Office from another Member State to Austria



10. (1) all members of the Board have to log the transfer of the seat of the European cooperative society (SCE) to Austria to the registration in the register of companies.

(2) the members of the Board have to draw their name signatures for storage at the Court.

(3) the registration is to prove the existence of a European cooperative society (SCE) as such. In the application you are in the register of companies in accordance with §§ 3, to record facts bearing a 5 b and 6 FBG.

(4) the registration are in original, copy or certified copy and, unless the documents not in English must be accompanied under connection of certified translations into German:



1. the statutes in the current and in the version intended for the registration; the version intended for the registration of the Statute must be provided with the certification of a notary that the amended provisions match those of the Statute the decision on the amendment to the Constitution and the unchanged provisions with the wording of the Statute as amended;

2. the laying plan (art. 7 para. 2 of the regulation);

3. the minutes of the transfer decision;

4. the documents on the appointment of the Management Board and the Supervisory Board;

5. the report of the Executive Board (article 7 paragraph 3 of the regulation);

6. the financial statements and the management report, which were last created or were last to create under the statutory provisions;

7. the certificate of the competent authority of the previous Member State under article 7 paragraph 8 of regulation;

8. an excerpt from the register of the former seat, which may not be older than the certificate;

9 proof of the promise of inclusion in an audit Association (section 24 para 2 GenRevG 1997).

(5) all members of the Board have in addition to the Court to declare that proceedings for dissolution, liquidation, insolvency or temporary suspension of payments, nor a similar procedure is pending against the European cooperative society (SCE).

3. main piece

Establishment of a European cooperative society (SCE)

1 section

Establishment of a European cooperative society (SCE) through merger

Examination of the merger



§ 11 (1) of the merger Auditor (article 26 paragraph 1 of the regulation) is used for each of the participating cooperatives by the Supervisory Board or, if a supervisory board is appointed by the General Assembly.

(2) the examination by a common auditor for all participating cooperatives (art. 26 para. 2 of the regulation) is allowed, if ordered by the Court, in whose district one of the participating cooperatives has its seat, this tester at the joint request of the management or administrative bodies. In this case, section 270, para 5 shall apply mutatis mutandis HGB.

(3) that is intended merger for each participating cooperative headquartered in Germany by one in accordance with paragraphs 2 and 3 of the cooperative Audit Act 1997, BGBl. I no. 127/1999, to ordering auditor to verify whether it is compatible with the interests of its members and the interests of the creditors of the cooperative. The auditor has the results of the audits to report in writing. The report is to be read in the General Assembly. The auditor is entitled to participate in the General Assembly Advisory.

Disclosure of merger



12. (1) section 221a, paragraph 1, AktG applies with the proviso that are in the publication of the submission of the merger plan the information according to article 24 para 2 of regulation and the members on their rights under article 25 of the regulation is to point out.

(2) in the General Assembly, the documents referred to in article 25 of the regulation and the audit report of the auditor shall be on. The merger plan at the beginning of the hearing to explain orally by the Board.

Right to terminate membership überstimmter members



§ 13. Apply to members who themselves have spoken out against the merger, the articles 9 to 11 of the cooperative merger law, BGBl. No. 223/1980.

Creditor protection and other unconditionally involved



§ 14 transfers a cooperative their fortunes on a European cooperative society (SCE) with headquarters in another Member State, article 8 shall apply mutatis mutandis. The certificate para. 2 of the regulation may be also only issued under article 29 sure is equivalent rights to be granted to the holders of bonds and participation rights.

Application of the proposed merger by transfer of the assets of a cooperative headquartered in Austria on a European cooperative society (SCE) with headquarters in another Member State, certificate referred to in article 29 paragraph 2 of the regulation



15. (1) all members of the Management Board of a cooperative, which transfers their assets on a European cooperative society (SCE) with headquarters in another Member State, have to register the intended merger to be registered in the register of companies. The registration are in original, enclose copies or certified copy:



1 the merger agreement or the draft (article 22 of the regulation);

2. the transcript of merger decision of the transferor cooperative;

3. If the merger of a regulatory approval is required, the approval certificate;

4. the merger report (article 23 of the regulation) for the purpose of transmitting cooperative;

5. the expert report (art. 26 of the regulation) for the purpose of transmitting cooperative;

6. the audit report of the Auditor (§ 11 ABS. 3);

7. the final balance sheet of the transferor cooperative (article 25 paragraph 1 lit c of the regulation in conjunction with article 220 paragraph 3 AktG);

8. the proof of publication of the mention of the filing of the merger agreement or the draft (art. 24 of the regulation in conjunction with article 13 and section 221a, paragraph 1, AktG) for the purpose of transmitting cooperative;

9. the detection of ensuring the creditor (section 15) and the statement that others not signed as the creditors satisfied or seized the accordingly applicable in accordance with § 14 deadline of § 8.

(2) all members of the Board have to explain that an action for rescission or nullity of the merger decision has been not collected within one month of its decision or withdrawn, or that all members by notarized Declaration have waived such an action to the Court. After expiry of this period, such an action may be brought. The Declaration not be presented, the Court referred to in article 19 has to address Harvesters.

(3) the Court has to examine whether the preceding the merger acts and formalities have been carried out properly and the claims of creditors and other parties unconditionally (§ 14) are ensured. This is the case, it has carried out the registration and to issue the certificate referred to in article 29 paragraph 2 of the regulation.

(4) in the case of the entry of the proposed merger, the planned headquarters of a European cooperative society (SCE) are to specify the register in which the European cooperative society (SCE) to run, and the fact that the certificate referred to in article 29 paragraph 2 of the regulation was issued.

(5) once the merger into the new register is registered, the Board of Directors of the European cooperative society (SCE) connection of the communication of the register of the seat of the European cooperative society (SCE) on this has to sign the registration of the implementation of the merger and deletion of the cooperative to the register of companies. This release not in German language is written, also a certified translation into the German language is to be attached.

Registration of the establishment of a European cooperative society (SCE) headquartered in Austria by Fusion



Section 16 (1) which has Board each cooperative to report the establishment of a European cooperative society (SCE) merger to be registered in the register of companies.

Are in original, copy or certified copy (2) of the application and, if the documents not in English must be accompanied connection of certified translations into German:



1 the certificate about the implementation of the preceding the merger acts and formalities (article 29 paragraph 2 of the regulation), which may not be older than six months.

2. a) the agreement on the participation of the workers in accordance with article 4 of Directive 2003/72/EC supplementing the Statute for a European cooperative society with regard to the involvement of employees, OJ No. L 207 of 18 August 2003 S 25 to 36, or b) of the decision in accordance with article 3 paragraph 6 of Directive 2003/72/EC or c)

a statement of all members of the Board, that the deadline of article 5 of Directive 2003/72/EC has expired, unless an agreement has been reached;

3. the merger agreement or the draft (article 22 of the regulation);

4. the writings of merger decisions;

5. If the merger of a regulatory approval is required, the approval certificate;

6. the merger reports (article 23 of the regulation);

7. the expert reports (art. 26 of the regulation);

8. the closing balance sheets (article 25 par. 1 lit. c of the regulation in conjunction with article 220 paragraph 3 AktG);

9 proof of publication of the mention of the filing of the merger agreement or its draft by the merging company headquartered in Austria 10 participated in the proof of the promise of inclusion in an audit Association (section 24 para 2 GenRevG 1997).

(3) all members of the Board have to explain that an action for rescission or nullity of the merger decision of the merging cooperative based in Austria has been exempt from within one month of its decision or withdrawn, or that all members by notarized Declaration have waived such an action to the Court. After expiry of this period, such an action may be brought. The Declaration not be presented, the Court referred to in article 19 has to address Harvesters.

2. section

Establishment of a European cooperative society (SCE) by conversion of a cooperative and conversion of a European cooperative society (SCE) in a cooperative

Conversion plan



§ 17. The conversion plan must have at least the following contents:



1 previous company, the seat and the registration number of the cooperative;

2. the statutes proposed for the European cooperative society (SCE), as well as, where appropriate, its new name;

3. the possible consequences of the conversion for the involvement of employees;

4. the schedule for the conversion;

5. any rights provided for the protection of the members or creditors.

Conversion testing



§ 18. For testing, whether the cooperative about asset values at least in the amount of capital has (art. 35 para. 5 and art. 76 para 5 of the regulation), the provisions on the audit of the contribution in kind (§ 25 paragraph 3 to 5 and sections 26, 27, 42 and 44 AktG) mutatis mutandis.

Disclosure of the conversion plan



Section 19 (1) who has Board at least one month prior to the date of the General Assembly, that approving the conversion decide to, to submit the conversion plan in the Court, and publish a note on this submission in the announcement leaves. In this publication, the members on their rights in accordance with paragraph 2 and 3 are noted.

(2) on the conversion plan, the conversion report of the Management Board, the conversion assessment report as well as the annual financial statements and the management report were last created or last to create under the statutory provisions were set up for inspection by the members are seat of the cooperative at least during one month prior to the date of the General Assembly, which on approval of the conversion is to decide that.

(3) upon request, a copy of the documents referred to in paragraph 2 each Member is immediately and free of charge to grant.

(4) in the General Assembly you are applying documents referred to in paragraph 2. The conversion plan at the beginning of the hearing to explain orally by the Board. The Board members before the decision about any significant changes in the assets or profitability of the Confederation, which has occurred between the establishment of the conversion plan and the date of adoption, to teach.

Application of the conversion



§ 20. The Board of Directors has to sign the conversion to the registration in the register of companies. The registration are in original, enclose copies or certified copy:



1 a) the agreement on the participation of the workers in accordance with article 4 of Directive 2003/72/EC supplementing the Statute for a European cooperative society with regard to the involvement of employees, OJ No. L 207 of 18 August 2003 S 25 to 36, or b) of the decision in accordance with article 3 paragraph 6 of Directive 2003/72/EC or c) a statement of all members of the Executive Board , that the deadline of article 5 of Directive 2003/72/EC has expired, without having an agreement concluded;

2. the conversion plan;

3. the transcript of the transformation decision;

4. If the conversion of a regulatory approval is required, the approval certificate;

5. the conversion report of the Board;

6. the proof of publication of the mention of the filing of the conversion plan (§ 19 para 1), except that at the General Assembly all members have appeared or were represented and; disallow the decision making

7. the report on the conversion test;

8. the financial statements and the management report were last created or were last to create under the statutory provisions.

Conversion of a European cooperative society (SCE) in a cooperative



§ 21. The articles 17 to 20 shall apply mutatis mutandis to the conversion of a European cooperative society (SCE) in a cooperative (art. 76 of the regulation).

4. main piece

Building a European cooperative society (SCE)

1 section

Special provisions for the dualistic system

Appointment and dismissal of the Executive Committee



section 22. Can be set in the statute that the members of the Board are elected and dismissed by the General Assembly.

Information request of individual members of the Supervisory Board



section 23. By the Board of Directors, each Member of the Supervisory Board can any information according to article 40 paragraph 3, first sentence, of the regulation, but only to the Supervisory Board as such, require. The Board rejects the reporting, so the report may be required only if a different supervisory board supports the request. The Chairman of the Supervisory Board may require a report without the support of other supervisory board member.

2. section

Special provisions for the monistic system

Regulations for the Board of Directors



Section 24 (1) selects the Statute the monistic system, so the provisions apply to the Management Board and the Supervisory Board mutatis mutandis for the Board of Directors.

(2) the rights and duties of the management board or Supervisory Board of a cooperative come to the Board of Directors in the one-tier system, as long as they are allocated not the managing directors.

(3) where regulations assign certain rights and obligations the statutory representatives of the Association or authorized bodies, they meet the Board of Directors.

Executive Directors



Section 25 (1) who can board one or several managing directors order, entrust them with the leadership of the current business of the Association and give them the power to represent the Association in this area. Members of the Board of Directors can be ordered to managing directors, if the majority of the Board still consists of non-executive members. The Chairman of the Board of Directors may not at the same time managing director.

(2) Executive Directors have been appointed, the Association is represented and out of court by the Board of Directors and the managing directors. If the statute determines otherwise, all members of the Board of Directors and the managing directors to the representation of the Association only jointly are authorised. Moreover, section 27 shall apply mutatis mutandis.

(3) the Board of Directors can the managing directors with the preparation of financial statements (section 22 par. 2 GenG) entrust.

3. section

Common provisions for the monistic and dualistic system

Board of Directors, supervisory board, Board of Directors



section 26. When a European cooperative society (SCE) headquartered in Austria, the governing body in the dualistic system are called Board of Directors and the Board of supervisors as a supervisory board. In the one-tier system, the governing body is known as Board of Directors.

Representation of the Executive and Board of Directors



§ 27.

 (1) the Statute may determine that the Board of directors or the Board of Directors may authorize individual members to act in certain transactions or certain kinds of transactions. A declaration of intention of the cooperative is to hand over the release of a member of the Board of directors or an Executive Director is sufficient.

(2) the Statute may also determine that individual members of the Board of directors or of the Board of Directors alone or but are authorized in community with a Manager to represent the cooperative; It must be possible but in any case that the cooperative without the involvement of a manager can be represented.

4 section

General meeting of shareholders

Voting rights



Section 28 (1) may provide for the Statute of the European cooperative society (SCE),



1.

that a certain number of votes will be allocated to a member, based on his participation in the cooperative activity in another form as an equity participation; five votes per Member or 30% of the total voting rights - may be allocated depending on which number is low - in this way;

2. that the number of each Member of the allocated votes after his participation in the cooperative activity, also in the form of a shareholding in the capital of a European cooperative society (SCE), aimed, the European cooperative society (SCE) in the finance or insurance industry operates; five votes per Member or 20% of the total voting rights - may be allocated depending on which number is low - in this way;

3. that the number of each Member of the allocated votes after his participation in the cooperative activity, also in the form of a shareholding in the capital of a European cooperative society (SCE), or the number of members each of the participating cooperatives aims, if the members of the European cooperative society (SCE) majority are cooperatives.

(2) the Statute of the European cooperative society (SCE) can allocate votes to a not-using (investing) member (§ 3). But not more than 25% of the total voting rights can be to not use (investing) members.

Sector - and section meetings



section 29. The Statute for a European cooperative society (SCE) may provide for the election of representatives in a consisting of the General Assembly in the sense of article 63 of the regulation by section or section meetings, if the European cooperative society (SCE) operates various activities, their activities in more than one field unit operates or has multiple offices or more than 500 members.

5. main piece

Annual accounts and consolidated accounts



section 30. § 22 para 4 to 6 is for the preparation of the annual accounts and the consolidated accounts of a European cooperative society (SCE) of the law on employment and economic co-operatives, RGBl. No. 70/1873.

6 main piece

Final and transitional provisions

References



§ 31. As far as other federal laws is referenced in this federal law provisions, these are to apply in their respectively valid version.

In force



§ 32. This federal law enters into force on 18 August 2006.

Enforcement



§ 33. The Federal Minister of Justice is entrusted with the execution of this Federal Act.

Article 2

Amendment of the Act on employment and economic cooperatives

The Act on employment and economic co-operatives, RGBl. No. 70/1873, as last amended by Federal Law Gazette I no. 120/2005, is amended as follows:

1 the following paragraph 2 is added to in § 5a, contains the previous text that is labeled (1):



"(2) the cooperative contract may



1. provide that persons coming for the use or production of the goods and the use or provision of the services of the cooperative in question; are admitted as investing (not use) members

2. directly or indirectly determine a base amount, the total par value of the shares despite total or partial withdrawal of members is at least, if the cooperative agreement does not preclude the transfer of shares and other balances written due to the cooperative relationship of the members of the cooperative. The claim of completely or partially eliminated members on repayment of its business assets is suspended, as long as and to the extent the withdrawal had a decrease of the total nominal value of the shares under this base amount to which. Then any part payment is within a group of people who wholly or partially knocked out at any given time, aliquot to distribute according to the height of the back zuzahlenden business credit."

2. Article 24 is amended as follows:

a) paragraph 4 is as follows:



"(4) the Supervisory Board is responsible for monitoring the management. A report on the Affairs of the cooperative, including its relations to a group company may require at any time by the Board of Directors. Even a single member of the Board may request a report on the Supervisory Board as such, but only; the Board rejects the reporting required by a single member, so the Member can insist only on the desire, if supported by a different Member of the Board. The Chairman of the Supervisory Board may require a report even without support of other supervisory board member. The Supervisory Board can the books and writings of the cooperative, as well as their assets, especially stocks of money, see securities and goods, and check; He can appoint two or more members or with specific tasks special experts thus."

(b) paragraph 4 be appended following paragraph 4a and 4B:



"(4a) power of attorney may be granted only with the consent of the Supervisory Board. It may, if it appears necessary, Board members and officials for the time being, deliver up to the decision of the general meeting soon to be appealing, their powers and because interim continuation of transactions meet the necessary institutions.

(4B) tasks of the management board the Supervisory Board may not be transferred. The cooperative agreement may specify however that certain types of transactions only with the consent of the Supervisory Board must be carried out."

3. in article 27, para. 3, first sentence is replaced the word "thousand" by the word "five hundred".

4. in paragraph 32, the phrase "an hour" is replaced by the phrase "half an hour".

5. in article 36, a point Z is set to 3 instead of the Strichpunktes; the No. 4 is omitted.

6. the sections 37 to 39 are eliminated.

7 paragraph 78:





78. (1) the claims against a member of the cooperative from his obligation to cover expire in three years. In the case of the dissolution of the cooperative to register of members (section 14), the period commences the deletion in the register of companies, in the case of previous termination of Lina with the entry of his departure in that the genossenschaft.

(2) the cover duty of members who are retired before the dissolution of the cooperative, is limited by the total amount of liabilities in accordance with the balance of the year of the withdrawal."

8 § 88 is omitted.

9 paragraph 89:





Members of the Management Board and the Supervisory Board, also liquidators and other representatives of the Confederation, which make false or misleading way deficient information financial statements and annual reports, in the register of members (§ 14) as well as the messages ordered by section 35 in the protocols of the General Assembly, in the accounts, or confirm, are 89 (1), if the Act is not threatened under another provision with more severe penalty , by the Court to imprisonment up to one year or to punish with fines of up to 360 daily rates.

(2) the criminal responsibility of the courts of first instance."

10. According to the § 94c 94d the following section is inserted.:





§ 94d. (1) article I no. 104/2006 § 5a, 24, 27, 32, 78 and 89 in the version of Federal Law Gazette into force on 18 August 2006, Z 4, §§ 37 to 39 and 88 appear on August 18, 2006 override section 36.

(2) before adopted Statute provisions allowing an hour for the quorum of the general meeting regardless of the number of present or represented members to wait, not considered August 18, 2006 excluding the quorum of the General Assembly to wait half an hour."

Article 3

Amendment of the registrars Act

The registrars Act, Federal Law Gazette No. 560/1985, amended by Federal Law Gazette I no. 120/2005, is amended as follows:

In § 22 para  2 is at the end of the No. 6 the point replaced with a semi-colon and following no. 7 appended:



"That 7 Affairs after the SCEG, except decisions on registrations according to § 3 Z 8 and § 5a Z 3 Harvesters."

Article 4

Amendment to the court fees Act

The court fees Act, Federal Law Gazette No. 501/1984, as last amended by Federal Law Gazette I no. 8/2006, is amended as follows:

1. in tariff post 10 has I lit in the column of "Item" in Z. (a) the Z 8 to read as follows:



, 8 at the employment and economic cooperatives and European associations (SCE) ' 1a. In tariff post 10 Z I lit. b are the Z 5 and 5a:



Subject





Amount of fees









5. implementation of the audit



7 euro









5a. submission of the annual financial statements and the consolidated financial statements



37 Euro





2. in tariff post 10, I will be lit in the column of "Item" in Z. b Z 10 after the phrase "and SEG', the phrase"as well as a cooperative for the SCEG"appended.

3. in the tariff post 10 has I lit in the column of "Item" in Z. (b) to be the Z 15:



"15.

"Statutes, Stiftungs(zusatz)urkunde, layout, the intended transfer of the seat of a European company (SE) or a European cooperative society (SCE) in another Member State, the proposed merger by transfer of the assets of a company to a European company (SE) based in foreign countries, the intended merger through transfer of the assets of a cooperative on a European cooperative society (SCE) headquartered in foreign countries and the establishment of conditions for the proposed formation of a holding SE meeting" 4. In tariff post 10, I added in the column of "Item" in Z lit. c the Z 4 to read:



'4. Board, Permanent Representative, main representative, Board of Directors and Managing Director of a European company (SE) or a European cooperative society (SCE)' 4a. In tariff post 10 reads the note 15a:



'15a. submissions pursuant to paragraphs 277 to 281 (UGB), carried out in accordance with the technical possibilities in the way of electronic transactions are from the entry fee according to tariff post 10 I lit. b Z 5a free."

4B. In the collective post 11, the point is in the "Subject" column at the end of the lit. c replaced by a semi-colon and is following lit. d added:

(a) in the column "Subject-matter":



"(d) inclusion of precautionary powers (§ 284f ABGB)."

(b) in the column "amount of fees":



'69 Euro'

5. Article VI is amended as follows:

(a) I received the number label "25" No. 8 / 2006 attached Z 24 with Federal Law Gazette.

(b) after the Z 25 be added following Z 26:



"26 tariff post 10 I lit. a no. 8, lit. b Z 10 and 15 and lit. c no. 4 in the version of Federal Law Gazette I is no. 104/2006 August 18, 2006 in force. Rate post 10 I lit. I will take no. 104/2006 b Z 5 and 5a and the annotation 15a to the collective post 10 in the version of Federal Law Gazette 1 January 2007 effect; as amended as a result they are on all the entries to apply, for which the entitlement to the fee established after December 31, 2006; § 31a is on the Federal Act Federal Law Gazette I no. 104 / 2006 created court fee amounting to 37 Euro (fare post 10 I lit. b Z 5a) to apply subject to the proviso that homes Foundation announced that for the new determination of the fees amount for March 2001 index number of by the German Federal Statistics Austria of published consumer price index is 2000. Rate post 11 in the version of Federal Law Gazette I is no. 104/2006 1 July 2007 in force; § 31a is the Federal Act Federal Law Gazette I no. 104 / 2006 created court fees amount of 69 euros (tariff post 11 lit. d) to apply with the proviso that homes Foundation announced that for the new determination of the fees amount for March 2001 index number of the by the German Federal Statistics Austria of published consumer price index is 2000. The court fee amounts referred to in the second and third set of 37 and 69 euros are also in a realignment according to § 31a to incorporate, if exceeding the index threshold triggering this realignment will take place before January 1, 2007 and before July 1, 2007, respectively. "

Article 5

Amendment of court bringing Act 1962

The Court transfer Act 1962, BGBl. No. 288, as last amended by Federal Law Gazette I no. 8/2006, is amended as follows:

1 in § 14 following sentence is added to paragraph 2:



"Similarly, if a resulting with the handing-over of an input package fully and in a timely manner; fee 1 to 4 GGG under the tariff item in these cases has to be delivered, if due to the circumstances it can be assumed that the failure fee only on lack of legal knowledge of the debtor is due only. a request for payment"

The following paragraph 5 is added to § 2. 19a:



"(5) § 14 para 2 as amended by Federal Law Gazette I no. 104/2006 with August 18, 2006 enter into force; in their amended this Act provision on all inputs is to apply, with regard to which the entitlement to the fee is justified after August 17, 2006."

Article 6

Amendment of the Banking Act

The Banking Act, Federal Law Gazette No. 532/1993, as last amended by Federal Law Gazette I no. 48/2006, is amended as follows:

In article 7, paragraph 1 No. 6 is the point replaced with a semicolon at the end and following no. 7 appended:



"7 with the registration of the European company (SE) or European cooperative society (SCE) in the register of the new State."

Article 7

Amendment of the Pension Fund Act

The Pension Fund Act, Federal Law Gazette No. 281/1990, as last amended by Federal Law Gazette I no. 48/2006, is amended as follows:

In article 11, paragraph 1 Z 5 is the point replaced with a semicolon at the end and following Z 6 added:



"6 with the entry of a European company (SE) in the register of the new State."

Article 8

Amendment to the Stock Exchange Act

The Stock Exchange Act, Federal Law Gazette No. 555/1989, as last amended by Federal Law Gazette I no. 75/2006, is amended as follows:

In § 5 par. 1 Z 5 is the point replaced with a semicolon at the end and following Z 6 added:



"6 with the entry of a European company (SE) in the register of the new State."

Article 9

Amendment of the insurance supervision Act

The insurance supervision Act, Federal Law Gazette No. 569/1978, as last amended by Federal Law Gazette I no. 95/2006, is amended as follows:

Section 7a para 1a is as follows:



"(1a) the concession of a European company (SE) expires upon entry in the register of the new Member State."

Article 10

Amendment of the labour Constitution Act

The labour Constitution Act, Federal Law Gazette No. 22/1974, as last amended by Federal Law Gazette I no. 4/2006, is amended as follows:

1. According to § 40 paragraph 4c, the following paragraph 4 d shall be inserted:



"(4 d) to enterprises within the meaning of the VII. part is to use a special negotiating body pursuant to the VII. part and an SCE Works Council to build or create a different procedure for the involvement of employees."

2. in article 108, paragraph 3, the expression is "section 239 para 1 Z 2 to 4 HGB" by the expression "section 239 para 1 No. 2 to 4 business law book (UGB)" replaced.

3. in section 108, paragraph 4, the expression is "§§ 244 et seq." of the commercial code by May 10, 1897, dRGBl. P. 219, in its up-to-date version"by the expression" paragraphs 244 et seq. " UGB"replaced.

4. paragraph 110 subsection 6:



"(6) on the posting of employee representatives to the Supervisory Board of joint-stock company (company with limited liability cooperative), the"



1. companies, 2nd Supervisory Council requiring companies with limited liability, 3. companies with limited liability within the meaning of § 29 par. 2 Z 1 GmbHG, 4. co-operatives subject to the Supervisory Council, 5 European companies, 6 European cooperatives uniformly leads (§ 15 para 1 German Stock Corporation Act 1965) or dominated by more than 50 percent on the basis of a direct involvement, participate of the Central Works Council (Betriebsrat) the dominant company and the members of works councils ordered in the controlled company (Z 1 to 4) , if the ruling company employs no more than half as many workers as all controlled company together. The Central Works Council (Betriebsrat) the dominant company sends a workers representative, but at least as many employee representatives, as is the ratio of the number of staff employed in the dominant company to the number of workers employed in the controlled company. This right of the Central Works Council (Works Council) of the dominant company, to send a representative of the workers, regardless of the ratio of the number of staff employed in the dominant company to the number of workers employed in the controlled company shall not apply if the activity of the dominant company limited on the management of assets of the controlled company. The other employee representatives on the Supervisory Board are of the whole of the works councils ordered in the controlled company (Z 1 to 4) from among the Works Council members, which vote on the Works Council is entitled to according to the principles of proportional secret to choose; choices are 57, 59, 60, 62 Z 2 to 5, 64 para 1, 54 paragraph of 2, 56 para 1 the provisions of §§ 51 para 3, Z 1-3 and subsection of 4, 65 paragraph 1, first sentence, and paragraph of 2, 78 para of 4, 81 para 1 second sentence, (2) and paragraph of 4, as well as 82 para 1 first sentence to apply by analogy. "This paragraph does not apply to banks (section 1 Banking Act, Federal Law Gazette No. 532/1993) and insurance companies."

5. in article 113, paragraph 2 Z 9 are the point replaced with a semi-colon and attached the following Nos. 10 and 11:



"10 posting of employee representatives in the special negotiating body (§ 257 in conjunction with §§ 217, 218), in the SCE Works Council (§ 257 iVm § 234) and in the Supervisory Board or Board of Directors of the European cooperative society (§ 257 iVm § 247);"

"11th participation in the information and consultation procedures in accordance with the after section 257 in conjunction with the sections 230 or 231 agreements."


6. in section 113 para 4 Z 8 will be the point replaced with a semi-colon and appended following Nos. 9 and 10:



"9 posting of employee representatives in the special negotiating body (§ 257 in conjunction with §§ 217, 218), in the SCE Works Council (§ 257 iVm § 234) and in the Supervisory Board or Board of Directors of the European cooperative society (§ 257 iVm § 247);"

"10 participation in the information and consultation procedures in accordance with the after section 257 in conjunction with the sections 230 or 231 agreements."

7. in article 113 par. 5 Z 8 be the point replaced with a semi-colon and following Nos. 9 and 10 added:



"9 posting of employee representatives in the special negotiating body (§ 257 in conjunction with §§ 217, 218), in the SCE Works Council (§ 257 iVm § 234) and in the Supervisory Board or Board of Directors of the European cooperative society (§ 257 iVm § 247);"

"10 participation in the information and consultation procedures in accordance with the after section 257 in conjunction with the sections 230 or 231 agreements."

8 § 134 para 1 No. 2 is:



"2. cableway companies in accordance with § 2 cableway law 2003, Federal Law Gazette I no. 103," 9 § 134 para 1 No. 3 is omitted.

10 § 134 para 1 No. 4 is:



"4. power line carriers within the meaning of § 1 para 1 motor vehicles line Act (KfLG), Federal Law Gazette I no. 203/1999," 11 § 134 para 2 and 3 are:



"(2) workplaces by shipping companies in the sense of the Shipping Act, Federal Law Gazette I no. 62/1997, as well as within the meaning of sections 3 and 7 ff." of the maritime law, BGBl. No. 174/1981 (ships, flying the Austrian flag) apply is section 35 in its entirety as a company within the meaning of § 34 paragraph 1 does not apply to these workplaces.

(3) work sites by air carriers within the meaning of §§ 101 et seq. "of the Aviation Act, Federal Law Gazette No. 253/1957, apply in their entirety as a company within the meaning of § 34 paragraph 1, section 35 shall not apply on these workplaces."

12. in article 248, paragraph 1, first sentence, is the expression "section 110 subsection 3 third and fourth set" by the expression "article 110, paragraph 3 fourth and fifth sentence" replaced.

13. According to article 253 is the following VII.  Added:



"VII. part"

Involvement of employees in the European cooperative society

Scope



254. (1) the provisions of the VII. Part apply to companies that part covered by the II. and after in Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003 on the Statute for a European cooperative society (SCE)



1 by founding, at the at least two under the law of a Member State established legal entities governed by the law of at least two different Member States, and possibly one or more natural persons involved, or 2. by fusion of cooperatives, which have been formed under the law of a Member State and established, as well as their head office in a Member State have, if at least two of them are subject to the laws of different Member States , or 3 by conversion of a cooperative that is established and has its headquarters, as well as their head office in a Member State, provided for at least two years a subsidiary governed by the law of another Member State or establishment, under the law of a Member State be founded or led and have their seat in Germany or have.

(2) the provisions of the VII. part also apply to companies that part covered by the II. and according to the Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003 on the Statute for a European cooperative society (SCE)



1 exclusively by natural persons or 2. legal entity founded by a single under the law of a Member State and by natural persons founded or led and have their seat in Germany or have, provided that they employ at least 50 employees in at least two Member States.

(3) the provisions of the VII. part also apply to companies that part covered by the II. and according to the Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003 on the Statute for a European cooperative society (SCE)



1 exclusively by natural persons or 2. legal entity founded by a single under the law of a Member State and by individuals have been founded, established domestic and total employ 50 or more workers, where according to their registration at least one-third requested the total number of workers of cooperative and its subsidiaries and establishments in at least two different Member States less than 50 workers or in one Member State only, or the total number of 50 workers in at least two Member States achieved or exceeded. In this case, the provisions of the VII. are to apply part with the proviso that the European cooperative society in place of the participating legal entities and the subsidiaries and establishments of the European cooperative society in place of the concerned subsidiaries and establishments are.

(4) If natural persons involved in the establishment of a European cooperative society, the provisions of the VII. are to apply part with the proviso that all rules applicable to the legal persons that are involved in the same way also apply to the natural persons involved.

Definitions



255. (1) in participating legal entities within the meaning of the VII. part the companies involved to understand are immediately on the establishment of a European cooperative society. These are the in the case



1 it involved start-up company;

2. merging the merging cooperatives;

3. conversion to convert cooperative.

(2) subsidiary of a participating legal entity or a European cooperative society in the sense of the VII part a company to understand the legal person or the concerned European cooperative society exerts a dominant influence within the meaning of § 176 is.

(3) in affected subsidiary, a subsidiary of a participating legal entity is to understand, which is supposed to become its subsidiary in establishing a European cooperative society.

(4) under other operating, an operation of a participating legal entity is to understand, which is supposed to become their operation in establishing a European cooperative society.

Organs of the workforce



section 256. In the companies that meet the requirements of section 254, to build or create a different procedure for the involvement of employees is subject to the provisions of the VII. part to set up a special negotiating body, as well as an SCE Works Council.

Applicability of the provisions of the VI. part



257. (1) the provisions of VI. apply part with the proviso that the involved at the point companies that legal persons involved, at the point of European society the European cooperative society, and takes the place of the SE works Council the Works Council of the SCE.

(2) section 215, paragraph 2 shall apply with the proviso that the call for the establishment of the special negotiating body



1. in the case of the establishment of a European cooperative society referred to in section 254, paragraph 1 Z 1 or 2 at least four weeks before the signing of the Statute, 2. in the case of a European cooperative society established in accordance with article 254 para. 3, immediately after at least a third has submitted a corresponding request the total number of workers of cooperative and its subsidiaries and establishments in at least two different Member States or the total number of 50 employees in at least two Member States achieved or exceeded that has to be done.

(3) § 221 para 2 subpara 2 shall apply with the proviso that the conclusion of an agreement which has a reduction of participation rights of workers entail, only requires a majority of two-thirds of the votes of the special negotiating body representing at least two-thirds of employees in at least two Member States, if is the participation in the case of a European cooperative society, in accordance with article 254 para. 1 Z 1 , Paragraph 2 or paragraph 3 shall be established, covering at least 50% of the total number of employees of the participating legal entities.

(4) the provisions of the 3rd section of the 3 main piece of VI. part regarding the participation of the employees come in the case of a European cooperative society, which should be established only to the application, Z 1, paragraph 2 or paragraph 3 in accordance with section 254, paragraph 1 if



1 in one or more of the participating legal entities participation exists and extends to at least 50% of the total number of employees of all participating legal entities or 2nd in one or more of the participating legal entities is participation and to less than 50% of the total number of employees of all participating legal entities covers, unless the special negotiating body has a corresponding decision.

(5) article 252, paragraph 2 second sentence is subject to the proviso to apply that section 110 also on those European cooperatives shall apply part not subject to the provisions of the VII. According to § 254.


(6) if the seat of a European cooperative society, consist in the rules regarding the participation of that part is not subject to the provisions of the VII., moved inland, is to ensure the workers continue to at least the same level of participation rights.

"(7) on which under the provisions of this part in the Board of Directors of a European cooperative society delegated employee representatives those provisions of supervisory laws do not apply, which require a special professional competence, special qualification requirements, or similar conditions, unless the employee representatives will be for members of the Board of Directors in accordance with § 25 para 1 of the SCE Act, Federal Law Gazette I no. 104/2006, managing directors of the Board of Directors determines."

14. the previous VII. part is labeled "VIII. part".

15 § 258 including heading is as follows:



"References



§ 258. As far as other federal laws are referenced in this Federal Act, these are amended to apply."

16. the previous section 254 is labeled "section 259"; 18 the following paragraph is added after paragraph 17 him:



"(18) § 40 para 4 d, § 110, article 6, section 113 para 2 Nos. 10 and 11, paragraph 4 Nos. 9 and 10, para 5 Nos. 9 and 10, article 134, paragraph 1 Nos. 2 and 4 and para. 2 and 3, article 248, paragraph 1 first sentence, the provisions of the VII. part as well as § 258 amended by Federal Law Gazette I no. 104/2006 with 18 August 2006 into force." Article 134, paragraph 1 is no. 3 at the end of the August 17, 2006 override. Article 108, par. 3 and 4 in the version of Federal Law Gazette I is no. 104/2006 with 1 January 2007 in force."

Article 11

Amendment of the Federal law about the postal labor-management relations

The post - industrial Constitution law, BGBl. No. 326/1996, as last amended by Federal Law Gazette I no. 82/2004, is amended as follows:

1. paragraph 26 paragraph 1:



"(1) all employees are eligible the"



"1. on the day of the election the 19 have completed year and 2 for at least six months within the framework of the operation or of the company, the company owned are employed and 3. Apart from the requirement of Austrian citizenship of the right to vote to the National Assembly are not excluded (section 22 National Council election regulations 1992, BGBl. No. 471)."

2. paragraph 57 paragraph 5:



"(5) all workers in the area of effect of the institution of youth representation, are the"



"1. on election day the 21 still not have reached age and 2 the day of the election for at least six months in operation or in the company are employed and 3. Apart from the requirement of Austrian citizenship and the age of the right to vote to the National Assembly are not excluded (section 22 National Council election regulations 1992, BGBl. No. 471)."

3. paragraph 76 section 4:



"(4) the provisions of the v, VI and VII apply for companies governed by this federal law, with the proviso that the coming to the bodies after the ArbVG tasks of the organs established by this federal law to perceive are part of the ArbVG."

4. According to § 81 paragraph 8 the following paragraph 9 is added:



"(9) sections 26 (1) and 57 paragraph 5 as amended by Federal Law Gazette I no. 104/2006 with 1 July 2006 into force;" Section 76 subsection 4 in the version of Federal Law Gazette I is no. 104/2006 August 18, 2006 in force."

Article 12

Change of the labour and social Court Act

The labour and social courts act, Federal Law Gazette No. 104/1985, as last amended by Federal Law Gazette I no. 7/2006, is amended as follows:

1. According to § 5c, the following paragraph 5 d is inserted:





§ 5 d. (1) for litigation, which focus on the special negotiating body, on the Works Council of the SCE, on the procedure for the information and consultation of workers, as well as on the participation in accordance with the provisions of the VII. part of the labour Constitution Act, BGBl. No. 22 / 1974, or similar Austrian legislation relating, is only the Court jurisdiction, in whose jurisdiction the European cooperative society has its headquarters or should have.

(2) the domestic jurisdiction for the disputes referred to in paragraph 1 is only given if



"1 the European cooperative society is established in domestic or should have or 2 it is matters, for which the provisions of the VII. part of the labour Constitution Act, Federal Law Gazette No. 22/1974, in accordance with section 256 para 1 in conjunction with § 209 ArbVG effect even if the seat of the European cooperative society not at home or will be."

1a. in article 24, the Z has to be 1:



"1. the 24 years of age and the age of 65 still not or completed during the last past uniform;".

2. paragraph 50 para 2:



"(2) in addition, labour cases are disputes over rights or legal relations arising from the II., V., VI or VII. part of the labour Constitution Act, Federal Law Gazette No. 22/1974 (operating constitutional disputes), or result from similar Austrian legislation."

3. in § 93 par. 2, '20 500 000,--euro' is replaced by the amount the amount of "30 500 000,--Euro" by the amount of '41 000 000,--euro' and the amount of "15 250 000,--Euro".

4. According to section 98 paragraph 13 be added following paragraph 14 and 15:



"I will take no. 104/2006 (14) § 5 d and § 50 para 2 as amended by Federal Law Gazette August 18, 2006 effect.

(15) section 93 para 2 as amended by Federal Law Gazette I no. 104/2006 into force on 1 July 2006."

Article 13

Amendment to the agricultural work Act

The agricultural work Act, BGBl. No. 287/1984, as last amended by Federal Law Gazette I no. 36/2006, is amended as follows:

1. (determination of principle of) in section 26 m paragraph 7, second sentence, is replaced the expression "two weeks" by the expression "four weeks".

2. (determination of principle of) in section 39B, paragraph 2, of the expression "German commercial code" is replaced by the expression "corporate law".

3. (determination of principle of) in section 67, paragraph 4, the quote will be replaced "§ 238" by the quote "§ 283".

4. (principle of determination) according to § 145 article 6 the following para 7 inserted:



"(7) in the company within the meaning of section 12a to insert a special negotiating body, as well as an SCE Works Council is in accordance with the section 12a to build or create a different procedure on the participation of the employees."

5. (determination of principle of) in section 216, paragraph 2 No. 5 lit. e is the point replaced with a semi-colon and following Z attached 6 and 7:



"6 posting of service representatives in the special negotiating body (sections 247 and 248), in the SCE Works Council (section 264) and the supervisory or Management Board of the European cooperative society (section 277);"

7 participation in the information and consultation procedures in accordance with the agreements concluded the sections 260 and 261."

6. (determination of principle of) § 216, section 4 No. 3 the point is a semicolon replaces and following Nos. 4 and 5 attached:



"4. posting of service representatives in the special negotiating body (sections 247 and 248), in the SCE Works Council (section 264) and the supervisory or Management Board of the European cooperative society (section 277);"

5. participation in the information and consultation procedures in accordance with the agreements concluded the sections 260 and 261."

7. in article 237, paragraph 5, the last sentence is omitted. The following paragraph 6 is added:



(6) (directly applicable federal law) In the case of paragraph 5 is to apply to criminal procedure § 56 para 2 to 4 of the administrative penal code 1991 (VStG)."

8. (principle and directly applicable federal laws) to § 237 is the following section 12a (§§ 238 to 282) added:



"12a. involvement of employees in the European cooperative society"

1 subsection

General information

Scope



Section 238.

(Determination of principle of) (1) the provisions of section 12a apply to companies that fall under the section 8 and according to the Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003



1 by founding, at the at least two under the law of a Member State established legal entities governed by the law of at least two different Member States, and possibly one or more natural persons involved, or 2. by fusion of cooperatives, which have been formed under the law of a Member State and established, as well as their head office in a Member State have, if at least two of them are subject to the laws of different Member States , or 3 by conversion of a cooperative that is established and has its headquarters, as well as their head office in a Member State, provided for at least two years a subsidiary governed by the law of another Member State or establishment, under the law of a Member State be founded or led and have their seat in Germany or have.

(2) the provisions of section 12a apply also for companies that fall under the section 8 and according to the Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003



1. exclusively by natural persons or 2. legal entity founded by a single under the law of a Member State and by individuals


founded or led and have their seat in Germany or have, provided that they employ at least 50 employees in at least two Member States.

(3) the provisions of section 12a apply also for companies that fall under the section 8 and according to the Regulation (EC) No. of 1435/2003 legal form foreseen by 22 July 2003



1 exclusively by natural persons or 2. legal entity founded by a single under the law of a Member State and by individuals have been founded, established domestically and a total of 50 or more employees employ less than 50 employees or in one Member State only if after their registration at least one-third is an application the total number of employees in the European cooperative society and its subsidiaries and establishments in at least two different Member States or the total number of 50 employees in at least two Member States achieved or exceeded. In this case, the provisions of the section are to apply 12a subject to the proviso that the European cooperative society in place of the participating legal entities and the subsidiaries and establishments of the European cooperative society in place of the concerned subsidiaries and establishments are.

(4) if involved in establishing a European cooperative individuals, are to apply the provisions of section 12a subject to the proviso that all rules applicable to the legal persons that are involved in the same way also apply to the natural persons involved.



Section 239.

(Determination of principle of)

 For the duty of the Z 1, the obligation to the disclosure of information pursuant to section 245 subsection 3, the determination of the number of service employed in the domestic (section 245 paragraph 4), the posting of the Austrian members in the special negotiating body (sections 247 and 248), in the SCE Works Council (section 264) and the Supervisory Board or Board of Directors of the European cooperative society (section 277) involved legal persons in Germany to cooperate with the institutions of the Dienstnehmerschaft pursuant to § 244 , the termination of their membership to the special negotiating body (§ 253 para 2), to the Works Council of the SCE (§ 267 par. 5), and in the Supervisory Board or Board of Directors of the European cooperative society (section 277 para 4) as well as the applicable for confidentiality (article 279) and the applicable protection provisions (section 280) the provisions of section 12a shall also apply if the seat of the European cooperative society not at home or will be.

Definitions



§ 240.

(Determination of principle of) (1) under legal persons within the meaning of section 12a companies involved to understand, you are immediately on the establishment of a European cooperative society. These are the in the case



1 it involved start-up company;

2. merging the merging cooperatives;

3. conversion to convert cooperative.

(2) subsidiary of a participating legal entity or a European cooperative society within the meaning of section 12a is a company to understand over the legal person or the concerned European cooperative exercises a dominant influence. The implementing legislation has the concept of dominant influence within the meaning of § 176 para 2 to 9 of the labour Constitution Act to define.

(3) in affected subsidiary, a subsidiary of a participating legal entity is to understand, which is supposed to become its subsidiary in establishing a European cooperative society.

(4) under other operating, an operation of a participating legal entity is to understand, which is supposed to become their operation in establishing a European cooperative society.

Organs of the Dienstnehmerschaft



section 241.

(Determination of principle of)

 In the companies that meet the requirements of § 238, a special negotiating body to use as well as an SCE Works Council to build or a different procedure on the participation of the employees in accordance with the provisions of section 12a is to create.

Involvement of employees



section 242.

(Determination of principle of)

 (1) the right of employees to participate in the European cooperative society includes all the techniques by which the service representatives to the decision-making process in the European cooperative society can have an influence. In particular, the right of employees to participate includes the right to information, the right to be heard and, in accordance with the provisions of section 12a, the right to participation.

(2) see information within the meaning of section 12a the informing of the body representing the employees or the service representatives is to understand all issues affecting themselves or any of their subsidiaries or establishments in another Member State or which exceed the powers of the decision-making organs at the level of the individual Member State the competent body of the European cooperative society about. Time, form and content of information must allow a detailed assessment of the possible impact and, where appropriate, the preparation of hearings the service representatives with the competent organ of the European cooperative society.

(3) in hearing in the sense of section 12a, the exchange of opinions and the establishment of a dialogue between the body representative of the employees or the service representatives and the competent organ of the European cooperative society is to understand. Time, form and content of the hearing must allow an opinion on the measures envisaged by the competent organ the service employee representatives on the basis of recent information can be taken into account in the context of the decision-making process within the European cooperative society.

(4) whereas participation in the sense of section 12a is to understand the influence of the body representative of the employees or the service representatives on all matters of the European cooperative society through the exercise of the right, to select a part of the members of the Supervisory Board or the Board of Directors of the European cooperative society to order or recommend some or all members of the Supervisory Board or Board of Directors of the European cooperative society or to reject.

Duties of Executive and administrative bodies



§ 243.

(Determination of principle of)

 Have the appropriate management or administrative organs of participating legal entities



(1) it for the creation of a special negotiating body, and 2. to create the necessary conditions for the establishment of a SCE Works Council or a procedure for the information and consultation of employees, and to provide the necessary resources.

Principles of cooperation



section 244.

(Determination of principle of) The bodies of Dienstnehmerschaft (section 241) and the respective management and governing bodies



1. the participating legal entities or

2. the European cooperative society have to work together with the desire to communicate in accordance with their respective rights and mutual obligations.

2. subsection

Special negotiating body

Call for the establishment of



section 245.

(Determination of principle of)

 (1) the special negotiating body is to build on the basis of a written request of the competent management or administrative organs of participating legal entities to the representatives of the employees or to the employees - in accordance with the respectively applicable law - in these entities, as well as in the concerned subsidiaries and concerned establishments.

(2) the request referred to in paragraph 1



1. in the case of the establishment of a European cooperative society referred to in article 238 paragraph 1 Z 1 or 2 at least four weeks before signing the Statute, 2. in case the Foundation by merging cooperatives pursuant to article 238 paragraph 1 No. 2 immediately after disclosure of the merger plan, 3. in the case of the Foundation by conversion of a cooperative pursuant to article 238 paragraph 1 Z 3 immediately after the agreement of the conversion plan and 4 in the case of a European cooperative society established in accordance with article 238, para. 3 immediately after at least one-third of the total number of employees which European cooperative and its subsidiaries and establishments in at least two different Member States has submitted a corresponding request or the total number of 50 employees in at least two Member States is reached or exceeded, be carried out.

(3) the prompt information to join are referred to in paragraph 1 of



1. the proposed creation of a European cooperative society and the course up to their registration, 2. the identity and structure the number of services each employed in these companies and plants of involved legal persons including their subsidiaries and establishments, the concerned subsidiaries and the establishments concerned, including their distribution to the Member States, 3. and the total number of legal persons involved in the , concerned subsidiaries and concerned establishments employed employees, 4.

the identity of the institutions built to represent the employees in these companies and establishments, as well as the number of the employees represented by these bodies each, 5. the identity of legal persons, in which a participation system exists, and both the number of employees covered by a participation system; If not all employees of a participating legal entity by a system of participation are covered, the ratio of a participation system employees covered by of the respective total number of employees, 6 the date of the inaugural meeting of the special negotiating body.

(4) for the determination of the number of employees employees, the time of the request referred to in paragraph 1 is decisive.

(5) the competent voluntary association of employees is to communicate the request referred to in paragraph 1 by the body responsible for the posting of Dienstnehmerschaft.

Composition



section 246.

(Determination of principle of)

 (1) for each share of employees employed in a Member State, which is 10% of the total number of employees employed in all the Member States of the legal persons involved, concerned subsidiaries and establishments concerned or fraction thereof, is to send a member from the Member States in the special negotiating body.

(2) in the case of a European cooperative society formed by way of merger, as many other additional members in the special negotiating body are to send, as necessary, to ensure that each participating entity employs employees in the Member State concerned, which will expire, as a result of the registration of the European cooperative society as its own entity is represented in the special negotiating body by at least one member from each Member State.

(3) as far as already through the application of paragraph 1 in connection with the respectively applicable law, representing this legal persons involved in particular negotiating body by members is ensured, are the employees of the participating legal entities or selected exclusively by the employees of the participating legal entities or otherwise determines, are to send no further additional members in accordance with paragraph 2.

(4) the number of these additional members must not exceed 20% of the number of members resulting from paragraph 1. Exceeds the number of the participating legal entities to the number of additional members to sending, so these additional members allocated to the participating legal entities in different Member States according to the number of employees employed by them in descending order.

(5) such changes in the structure or service workers number of participating legal entities and concerned subsidiaries of affected farms occur throughout the duration of the special negotiating body, that the composition of the special negotiating body pursuant to paragraph 1 to 4 would change, the special negotiating body is appropriately reset together. The competent executive and administrative bodies of the participating legal entities without delay to the special negotiating body and to the representatives of the employees or to the employees – in accordance with the respectively applicable law - in the participating legal entities and concerned subsidiaries and concerned enterprises, which were previously not in the special negotiating body to have information about such changes.

Posting of the members



section 247.

(Determination of principle of)

 (1) the Austrian members to sending in the special negotiating body are appointed by decision of the institution authorized pursuant to Section 248 to the posting of Dienstnehmerschaft from among the Council members. Instead of a Works Council Member, also a functionary or employee of competent voluntary association of employees may be appointed.

(2) in the case that several Austrian members in the special negotiating body are to send the body authorized in accordance with Section 248 to the posting has at the same time posting decision to adopt also decision about how many employees are each represented by an outgoing member. This caution is to take that all employees employed in Austria are represented by such a member.

(3) in the case of the posting, care should be taken in accordance with the number of securities to the Austrian service representatives seats on that each participating entity by at least one member in particular negotiating body is represented.

(4) for decision, the presence of at least half of the members is required. Decisions are taken with the votes of those members, which together represented more than half of service employed in businesses and industries. In determining the number of service employed in the companies and industries you call for the establishment of the special negotiating body pursuant to §§ 245 3 are to use information to be connected to Nos. 3 and 4 and 246 paragraph 5.

(5) on adequate representation of the groups of workers and employees, as well as service workers and employees, it is to be taken into consideration.



§ 248. (principle of determination) (1) in plants is the posting by decision of the operating Committee. There is no National Committee, the Works Council performs this task. There are several operational committees (works councils), that do not belong to the same company, a meeting is the Chairman of the operating Committee (Works Council) of the domestic operation largest according to the number of eligible employees in operating committees (works councils) ordered the companies to organize, rests with the resolution on the posting of.

(2) in company, appoint members to sending in the special negotiating body by a decision of the Central Works Council. A Central Works Council in a company is not built, para 1 shall apply by analogy to. There are several Central Works Council, is to convene a meeting of the members of the Central Works Council ordered in the company of the Chairman of the Central Works Council of the domestic company largest according to the number of eligible employees rests with the resolution on the posting of. At least an operating Committee represented in any Central Works Council (Betriebsrat), is in addition to one or more central Works Council are the members and their deputies to the meeting to invite; they apply to the extent as central Betriebsrat member.

(3) the disclosure of the named members of the special negotiating body to the competent management or administrative organ of the participating legal entities shall be effected without delay.

Constitution



section 249.

(Determination of principle of)

 (1) the competent management or administrative organ of the participating legal entities has to invite immediately after the announcement of the named members of the special negotiating body to its constituent session.

(2) the members of the special negotiating body have to elect a Chairman and one or more Deputy from among its members. The special negotiating body to adopt rules of procedure.

(3) the special negotiating body has the competent management or administrative organ of the participating legal entities immediately in writing about the end of the inaugural session and the outcome of the election to teach.

(4) immediately after this notification the competent management or administrative organ of the participating legal entities has to convene a meeting with the special negotiating body to complete an agreement for section 255.

Sessions



section 250.

(Determination of principle of)

 (1) the special negotiating body has the right to meet before any meeting with the competent management or administrative organ of the participating legal entities to a preparatory meeting.

(2) the special negotiating body may allow his election assistance in the negotiations with the competent management or administrative organ of the participating legal entities by experts. These experts can be invited to attend the negotiations in an advisory capacity at the request of the special negotiating body.

Resolutions



§ 251.

(Determination of principle of) (1), decisions as far as no stricter requirements are set in this Federal Act, by a simple majority of votes cast, provided that this majority represents the majority of the employees.

(2) the special negotiating body may decide the conclusion of an agreement with at least two-thirds of its votes, representing at least two thirds of the employees in at least two Member States, which results in a degradation of the participation rights of the employees resulted. Such a majority is required, but only if is the participation in the case of a European cooperative society, the



1 founded through fusion, extending to at least 25% of the total number of employees of the participating legal entities;

2.

founded in other ways, extending at least 50% of the total number of employees of the participating legal entities.

(3) in the case of a European cooperative society to be established by transforming a decision referred to in paragraph 2 may not be touched.

(4) with a reduction of participation rights in accordance with paragraph 2 reducing the percentage anyway, is to understand certain members of the Supervisory Board or Board of Directors of the European cooperative society compared with the highest applicable in participating legal entities share of service representatives in a supervisory or administrative body after one of the procedures referred to in article 242, paragraph 4.

Activity duration



section 252.

(Determination of principle of)

 (1) the duration of the special negotiating body begins with the day of the Constitution.

(2) the duration of the special negotiating body ends,



1. If the special negotiating body takes a decision pursuant to article 257, paragraph 1;

2. If the Court construction (section 245 subsection 1) invalid explains. the complaint must be placed no later than one month after the establishment of the special negotiating body;

3. with the conclusion of an agreement in accordance with the sections 260 or 261, unless otherwise determined in the agreement;

4. in the case of § 262 para 1 subpara 1.

5. If within the period applicable pursuant to section 256 no agreement pursuant to the section 260 or 261 has been reached.

Commencement and termination of membership



Article 253.

(Determination of principle of) (1) the membership of the special negotiating body begins with the announcement of the deployment decision (§ 248 par. 4).

(2) the membership of the special negotiating body ends, if



1. the duration of the special negotiating body ends;

2. the member resigns;

3. the organ of Dienstnehmerschaft, which sent the Member of the special negotiating body, dismisses this, being this anyway, then recalled, when ending his membership to the Works Council or its activity of the competent voluntary professional association of employees;

4. the operation, which the member belongs to, is eliminated from the legal person involved in the creation of a European cooperative society or the concerned subsidiary;

5. the Court posting decision (§ 247 section 1) for invalid explains. the claim is not later than one month after the establishment of the special negotiating body.

(3) in the cases of paragraph 2 Z 2 to 5 are to send § 247 and 248 new members in the special negotiating body pursuant to the section.

Expenses borne



§ 254.

(Determination of principle of)

 (1) the special negotiating body are to make the proper performance of his duties thing needs to an extent commensurate with the size of the European cooperative society and the needs of the special negotiating body by the competent management or administrative organ of the participating legal entities free of charge available.

(2) necessary for the proper fulfilment of the tasks costs incurred in the administrative expenditure of the special negotiating body, in particular for the organising of meetings, each preparatory meetings including the interpretation and the costs anyway, an expert and the accommodation and travelling expenses of the members of the special negotiating body shall be borne by the participating legal entities.

Tasks of the special negotiating body



Section 255.

(Determination of principle of) (1) the special negotiating body has the task to set the participation of employees in the European cooperative society in a written agreement with the competent organ of the participating legal entities.

(2) to this end, the competent organ of the participating legal entities has to inform the special negotiating body immediately after its Constitution on the project of establishing a European cooperative society and the planned procedure until their registration.

Duration of negotiations



section 256.

(Determination of principle of)

 (1) the negotiations on the conclusion of an agreement in accordance with the sections 260 or 261 are to complete within six months of the establishment of the special negotiating body.

(2) the special negotiating body and the competent organs of participating legal entities may decide by mutual agreement to continue the negotiations for the conclusion of an agreement in accordance with the sections 260 or 261 to the period of one year from the date referred to in paragraph 1.

Decision on the termination of negotiations



section 257.

(Determination of principle of)

 (1) the special negotiating body may decide with at least two-thirds of its votes, representing at least two thirds of the employees in at least two Member States, to open any negotiations for the conclusion of an agreement in the sense of article 256, paragraph 1 or to break off the negotiations already opened.

(2) in the case of a European cooperative society to be established through transformation, the special negotiating body can't get a decision within the meaning of paragraph 1, if there are regulations on participation in transforming society.

(3) the special negotiating body is at the written request of at least 10% of employees in the European cooperative society, its subsidiaries and establishments, or their representatives at the earliest two years after the decision referred to in paragraph 1 once again to convene, unless the special negotiating body and the competent organ of the European cooperative society shall specify a shorter period. For the negotiations, the European cooperative society or their settling meet all obligations which are incumbent on the legal persons involved or their competent organs in negotiations relating to the establishment of a European cooperative society.

(4) in the case of a decision referred to in paragraph 1, or if within the period provided for negotiations initiated in accordance with paragraph 3 (§ 256) no agreement is reached, the provisions of subsection 3 do not apply.

Structural changes



§ 258.

(Determination of principle of)

 (1) the special negotiating body is



1. on the basis of a written request of the competent organ of the European cooperative society, or 2. on written request by at least 10% of employees in the European cooperative society, its subsidiaries and establishments, or their representatives or 3. at the written request of the SCE Works Council (article 273 par. 1 Z 2) to convene, if significant changes in the structure of the European cooperative society take place, affecting the interests of the employees with respect to their participation.

(2) in particular the transfer of the seat of the European cooperative society, the change of the management system of the European cooperative society, the decommissioning, restriction or relocation of companies or enterprises of the European cooperative society, the merger of companies or enterprises of the European cooperative society and the acquisition of essential investments in other companies by the European cooperative society are considered major changes to the structure of the European cooperative society, unless they have significant influence on the overall structure of a European cooperative society , as well as significant changes the number in the European cooperative society and its subsidiaries employees.

(3) for the negotiations on the conclusion of an agreement in accordance with the sections 260 or 261 is the special negotiating body or the SCE Works Council to reflect the changes of the structure or of the number of service workers the European cooperative society, newly composed of its subsidiaries and establishments (article 246, paragraph 5 and 263 para. 2). For the negotiations, the European cooperative society or their settling meet all obligations which are incumbent on the legal persons involved or their competent organs in negotiations relating to the establishment of a European cooperative society.

(4) If an interinstitutional agreement in accordance with the sections 260 or 261 contains a provision on the conditions and the procedure for its renegotiation, is to proceed according to this, unless it meets the requirements of paragraphs 1 to 3.

(5) If, within the period provided for negotiations (article 256) no agreement is reached, the provisions of the 3rd subsection with the proviso apply, that the extent of the participation rights of the employees is determined according to the structure of the European cooperative society, its subsidiaries and establishments at the time of the failure of the negotiations.

Abuse of procedure



section 259.

(Determination of principle of) (1) a European cooperative society should not be misused to withdraw participation rights of employees or to withhold. Abuse is particularly Assumable if changes in the structure of the European cooperative society take place, which are likely to withdraw participation rights of employees or to withhold. In the case of the existence of such a change, new negotiations are making according to the provisions of § 258.


(2) all changes in the structure of the European cooperative society within the meaning of § 258 considered changes in the meaning of paragraph 1 unless there is evidence to the contrary, if they are made within one year after its registration.

Agreement on the participation of employees in the European cooperative society



section 260.

(Determination of principle of)

 (1) if the special negotiating body and the competent organs of participating legal entities conclude an agreement on the participation of employees in the European cooperative society, they have in this agreement in any case



1. the European cooperative society covered by the agreement, its subsidiaries and establishments;

2. composition of the SCE Works Council, the number of members, the allocation of seats and the term including the effects of significant changes in the structure of the European cooperative society as well as by significant changes in the number of cooperative and its subsidiaries employees (section 258 subsection 2);

3. the functions and the procedure for the information and consultation of the SCE Works Council;

4. the frequency of meetings of the SCE Works Council;

5. for the SCE Works Council ready to be financial and material resources;

6. the date of entry into force of the agreement and its duration, cases where the agreement should be renegotiated and the procedure for its renegotiation.

(2) if the parties decide to establish a procedure of participation, they have in this agreement in any case



1. the number of members of the Supervisory Board or Board of Directors that select the employees or order or can they recommend their order or reject;

2. the procedure, according to which the employees elect these members or order or recommend their order or reject can and 3 to set the rights of these members.

(3) in the case of a European cooperative society to be established by transforming service rights to information, consultation and participation at least to the extent shall be ensured in the agreement, as they exist in the cooperative to be transformed.

Agreement on a procedure for the information and consultation of employees



§ 261.

(Determination of principle of)

 (1) if the special negotiating body and the competent organs of participating legal entities agree to the creation of one or more procedures for information and consultation of employees, they have in this agreement in any case



1. the European cooperative society covered by the agreement, its subsidiaries and establishments;

2. the effects of significant changes in the structure of European society, as well as significant changes the number in the European cooperative society and its subsidiaries employees (section 258 subsection 2);

3. the powers and the procedure for information and consultation the service representatives;

4. the conditions under which the service representatives have the right to act together to exchange views on the information;

5. for the service representatives ready to be financial and material resources;

6. the date of entry of into force of the agreement and its duration, cases where the agreement should be renegotiated and the procedure for its renegotiation.

(2) the agreement is also to regulate the obligation of the competent organ of the European cooperative society, to inform the service representatives in particular on all matters affecting the European cooperative society itself or its subsidiaries and establishments in another Member State or which exceed the powers of the decision-making organs at the level of the individual Member State.

(3) section 260, paragraph 3 shall apply.

3. subsection

Participation of employees in the European cooperative society law

SCE Works Council law

Construction



§ 262.

(Determination of principle of) (1) if



1. the competent organs of legal persons involved and the special negotiating body so agree or 2 within the period specified pursuant to section 256 of the negotiations is reached no agreement in accordance with the sections 260 or 261 and the special negotiating body taken a decision in accordance with article 257, paragraph 1 has, is to establish a SCE Works Council in accordance with this subsection.

(2) unless otherwise determined in the agreements referred to in the §§ 260 or 261, the provisions of this main section do not apply to these agreements.

Composition



§ 263.

(Determination of principle of)

 (1) for each share of employees employed in a Member State, which is 10% of the total number of employees employed in all the Member States of the European cooperative society, its subsidiaries and establishments, or fraction thereof, is to send a member from that Member State in the Works Council of the SCE. Section 245 subsection 3 to 5 shall apply.

(2) such changes in the structure or number of service workers occur throughout the duration of the SCE Works Council a European cooperative society, its subsidiaries and establishments, that the composition of the SCE Works Council in accordance with paragraph 1 would change, the SCE Works Council is appropriately reset together. Article 246, paragraph 5 shall apply.

Posting



section 264.

(Determination of principle of) (1) the posting of the Austrian members of the SCE Works Council in accordance with the sections 247 and 248; This is however subject to the proviso that the posting of representatives of competent voluntary professional association is only allowed if this works Council members in accordance with article 158 para 4.

(2) Section 248 is paragraph 4 shall apply, that the disclosure of the named members of the SCE Works Council to the competent body of the European cooperative society has to be done.

Constitution, management, rules of procedure, meetings, decision making



section 265.

(Determination of principle of) (1) the Board of directors or Board of Directors of the European cooperative society has to invite immediately after the announcement of the named members of the SCE Works Council to its constituent session. The Board of directors or Board of Directors does not fulfil the European cooperative society of this obligation, each Member of the SCE Works Council can take before the invitation. The members of the SCE Works Council have to elect a Chairman and one or more Deputy from among its members. The Chairman has the Board of directors or Board of Directors of European cooperative without delay about the end of the inaugural meeting as well as the outcome of this election to teach.

(2) SCE - operation Council representative to the European company and to the outside is, unless otherwise provided in the rules of procedure (paragraph 3), the Chairman, at his Indespensability Deputy. SCE - operation, the Council can contract other its members in individual cases with the representation outwards.

(3) the SCE operating Council shall adopt its rules of procedure with the majority of its members. These can govern in particular:



1. the establishment, composition and management of the Select Committee in accordance with section 266;

2. the designation of affairs, in which the right to independent decision-making comes to the closer Committee;

3. the establishment of the nature and extent of the authority of the Chairman of the Select Committee.

(4) the SCE Works Council has the right to meet before each meeting with the Supervisory Board or Board of Directors of the European cooperative society (article 270) to a preparatory meeting. The SCE Works Council can make expert support his election. The SCE Works Council is quorate when at least half of its members are present. Decisions are taken by a simple majority of the votes.

Closer Committee



§ 266.

(Determination of principle of)

 If it justifies the number of its members, the SCE Works Council has to choose a closer Committee which shall consist of a Chairman and not more than two other members from among its members. The Select Committee leads the day-to-day of the SCE Works Council; section 265 (4) with the proviso that the Select Committee in the cases of § 271 par. 2 has the right to join together in the specified there composition to the preparatory meeting is for him.

Activity duration, duration of membership



§ 267.

(Determination of principle of)

 (1) the duration of the SCE Works Council is four years. It begins with the day of the Constitution or expiry of the activity of the previous SCE Works Council if the Constitution before that date.

(2) before the expiry of the period referred to in paragraph 1, the duration of the SCE Works Council ends when



1. the deletion of the European cooperative society in the companies register; registered

2. the SCE Works Council decides to resign by majority vote;

3. the Court establishing the SCE Works Council (section 262 paragraph 1) for invalid explains. the complaint must be placed no later than one month after the formation of the SCE Works Council;

4. the SCE Works Council and the competent organ of the European cooperative society conclude an agreement the sections 260 and 261.


(3) in the cases of para 2 Nos. 2 and 3 a new SCE Works Council is using the articles 263 and 264 form.

(4) the membership to the SCE Works Council begins with the announcement of the deployment decision (section 264).

(5) to the SCE Works Council membership ends, if



1. the duration of the SCE Works Council ends;

2. the member resigns;

3. the organ of Dienstnehmerschaft, which sent the Member in the Works Council of the SCE, dismisses this, where this anyway, then recalled is if his membership to the Works Council;

4. the operation and the company, which belongs to the Member withdraws from the European cooperative society;

5. the Court declares the deployment decision (section 264) for invalid; the lawsuit is to submit no later than one month after the formation of the SCE Works Council.

(6) in the cases of paragraph 4, § 253 para 3 Z 2 to 5 shall apply.

Provision of thing needs, expenses borne



section 268.

(Determination of principle of)

 You are the costs incurred in connection with the activities of the SCE Works Council and the Select Committee to carry pursuant to section 254 of the European cooperative society.

Powers of the SCE Works Council and the Select Committee

Information and consultation



section 269.

(Determination of principle of)

 The SCE Works Council has the right to be informed of matters concerning the economic, social, health and cultural interests of the employees of the European cooperative society itself or one of its subsidiaries or establishments in another Member State, or go beyond the powers of the decision-making organs at the level of the individual Member State, and is a member of.



section 270.

(Determination of principle of)

 (1) the operating Council of the SCE has, without prejudice to the powers existing pursuant to § 271 and without prejudice to otherwise agreed with the Supervisory Board or Board of Directors of the European cooperative society, the law, once a year with the competent organ of the European cooperative society, for the purpose of informing and consulting, to meet regularly by the competent organ of the European cooperative society of presented reports on the business situation and the perspectives of the European cooperative society based on. The local business lines used this knowledge.

(2) the information and consultation refers to working and production methods, in particular on the structure of the European cooperative society, their economic and financial situation, the probable development of business, production and sales situation, the employment situation and its expected development investments, to fundamental changes in the Organization, the introduction of new transfers of production, mergers, cut-backs or closures of undertakings, businesses, or important parts of these units and collective redundancies.

(3) the competent body of the European cooperative society SCE - staff Council delivered the agenda of all meetings of the Board and of the Supervisory Board or Board of Directors, as well as copies of all documents, which will be submitted to the General Assembly.



§ 271.

(Determination of principle of) (1) extraordinary circumstances occur, which have a significant impact on the interests of employees, especially during relocation, relocation or closure of companies or establishments or collective redundancies, the SCE Works Council has the right to be informed immediately about it. The SCE Works Council or, if the SCE Works Council so decides, in particular with regard to the urgency of the matter, - the Select Committee has the right to meet at the request of the competent organ of the European cooperative society or the representatives of a more appropriate management level with own decision-making powers within the European cooperative society with regard to the measures with a significant impact on the interests of employees to be informed and consulted. This session shall be without prejudice to the prerogatives of the competent organ of the European cooperative society.

(2) the members of the SCE Works Council may participate at a meeting with the closer Committee representing employees directly affected by these measures.

(3) if the competent body of the European cooperative society decides not to act in accordance with the opinion delivered by the operating Council of the SCE the SCE Works Council has the right, once again with the competent organ of the European cooperative society to meet, to bring about an agreement.

Briefing the local service representatives



§ 272.

(Determination of principle of)

 Without prejudice to the article 279, the members of the SCE Works Council have to inform the service representatives of the European cooperative society, its subsidiaries and establishments of the content and results of the for information carried out in accordance with the provisions of this section and consultation.

Decision on the opening of negotiations



section 273.

(Determination of principle of) (1) the SCE Works Council has



1. four years after its inaugural meeting, or 2. in case of substantial changes the structure of European society (section 258 subsection 2) a decision to immediately grasp, whether an agreement should be negotiated the sections 260 and 261 or whether the provisions of the main piece continue to apply.

(2) if the SCE operating Council takes the decision to negotiate such an agreement, so the sections 255, 260 and 261 with the proviso apply, that instead of the special negotiating body, the SCE Works Council is negotiating this agreement. If within the period provided for negotiations (article 256) no agreement is reached, the provisions of this section apply also.

Co-determination law

Applicability



§ 274.

(Determination of principle of) (1) the provisions of this subsection regarding the participation of the employees come to the application, if



1. the competent organs of participating legal entities and the special negotiating body so agree or 2 during the period in accordance with section 256 for the negotiations concluded no agreement pursuant to the section 260 or 261 and the special negotiating body has not acted in accordance with article 257, paragraph 1.

(2) the provisions of this subsection regarding the participation of the employees come in the case of a European cooperative society, the



1 founded through conversion, only for the application, if in the cooperative to be transformed passed regulations regarding the participation of have.

2. merger should be established only to the application, if a) in one or more of the participating cooperatives participation exists and covers at least 25% of the total number of employees of all participating cooperatives or b) in one or more of the participating cooperatives participation exists and extends to less than 25% of the total number of employees of all participating associations, unless the special negotiating body has a corresponding decision;

3. otherwise should be established only to the application, if a) in one or more of the participating legal entities participation exists and covers at least 50% of the total number of employees of all legal persons involved or b) in one or more of the participating legal entities participation exists and covers less than 50% of the total number of employees of all participating legal entities , unless the special negotiating body has a corresponding decision.

(3) If more than a form of participation consists in the participating legal entities, the special negotiating body has to decide, which is established in the European cooperative society.

(4) the special negotiating body has the competent organ of the participating legal entities about the decisions taken by him in accordance with paragraph 2 and 3 to teach.

(5) if the special negotiating body shall no decision pursuant to paragraph 3, the form of participation is application that extends to the highest number of employees employed by the participating legal entities.

The right to participation



section 275.

(Determination of principle of) (1) existing cooperative, its subsidiaries and establishments in the European bodies representing the employees or the service representatives have the right to choose a part of the members of the Supervisory Board or Board of Directors of the European cooperative society or order or recommend their order or to reject. The number of members is determined by the highest relevant portion of service representatives in the supervisory or administrative body in the participating legal entities before registration of the European cooperative society.

(2) in the case of a European cooperative society to be established by transforming for application for the converting to co-operative provisions regarding the participation of the employees in accordance with §§ 276 to 278 continues.

Distribution of seats on the supervisory and Management Board



section 276.


(Determination of principle of) (1) the SCE Works Council decides on the distribution of seats in the Supervisory Board or Board of Directors of the European cooperative society on the service representatives from various Member States in accordance with the respective shares of service employed in the Member States of the European cooperative society, its subsidiaries and establishments.

(2) when would this way several seats fall to service representatives from the same Member State and at the same time, employees are excluded from one or more Member States, the SCE Works Council has to make a new distribution of seats according to paragraph 1, where a seat not in the distribution to include is. This is to assign a service representatives from one of the non-represented Member States. This is so to proceed that this seat the European cooperative society will have the service representatives from the Member State in which their seat, to assign to. A seat in the Supervisory Board or Board of Directors already referred to in paragraph 1 is the Member State, this seat is to assign the service representatives from the previously unrecognized State, where the highest percentage of employees is employed.

(3) if the number of members of the Supervisory Board or Board of directors appointed by the competent organ of the European cooperative society changes, has the SCE Works Council about the distribution of the seats of the service representatives in accordance with the principles in paragraphs 1 and 2 to decide, he dismisses supernumerary service representatives or distributed additional seats on the service representatives from the respective Member States.

Posting of the members



section 277.

(Determination of principle of)

 (1) the posting of the Austrian members of the Supervisory Board or Board of Directors of the European cooperative society shall be in accordance with the SCE - operation Council decision on the allocation of seats in accordance with § 264.

(2) the posting of members from Member States, which has a posting by the competent national body which do not include Dienstnehmerschaft in the Supervisory Board or Board of Directors of European cooperatives headquartered domestically to be carried out by the operating Council of the SCE.

(3) the notice of the members in the Supervisory Board or Board of Directors of the European cooperative society was has to be made to the operating Council of the SCE, as well as to the competent body of the European cooperative society.

(4) the membership of the Austrian representative in the Supervisory Board or Board of Directors of the European cooperative society begins with the announcement of the deployment decision (para. 2) and ends in the cases of § 267 5 No. 2 to 5, as well as in the case of § 276 para 3.

Law of service representatives in the supervisory and Management Board



§ 278.

(directly applicable federal law) (1) third and fourth rate applies section 215, para. 5 of the decision on the appointment and dismissal of members of the Executive Board, the election of the Chairman of the Board and his first Deputy, about the election and dismissal of the Chairman and his first Deputy and the appointment and dismissal of managing directors.

(2) (principle determination) otherwise the service representatives in the supervisory or Management Board have the same rights, including the right to vote, and members ordered obligations such as those by the competent institution or by the Statute of the European cooperative society.

(3) section 215 (4) with the proviso that the right of service representatives on seat and voice does not apply to committees of the Board of Directors, which regulate the relations between the Association and the managing directors, except decisions on the appointment and dismissal of the managing directors applies to the right of the service representatives to seat and vote in committees of the Supervisory Board or Board of Directors.

4. subsection

Status of service representatives

Obligation of secrecy



section 279.

(Determination of principle of)

 (1) on the members of the special negotiating body and of the SCE Works Council and the experts supporting them as well as the service representatives who participate in an information and consultation procedure referred to in article 261, paragraph is to apply 218 paragraph 4 with the proviso that the obligations resulting from this provision persists even after the expiration of the mandate.

(2) the obligation provided for in paragraph 1 does not apply to the local service representatives if they are to teach on the basis of an agreement (sections 260 and 261), or according to § 272 over the content of the briefings and results of consultations.

Rights of service representatives



section 280.

(Determination of principle of) (1) in respect of personal rights and duties of the Austrian members of the special negotiating body and SCE operating Council, the service representatives taking part in an information and consultation procedure referred to in section 261, as well as the service representatives in the supervisory or Management Board of the European Confederation, are as far as these employees in the European cooperative society, its subsidiaries or establishments or one of the legal persons involved or of its concerned subsidiaries are, the provisions of sections 218, par. 2, first sentence, and paragraph 3 , 219 and 223 to 225 to apply.

(2) without prejudice to section 221, paragraph 1, each Member of the Austrian has SCE operating Council entitled to exemption from the performance of work to attend training and learning events up to a maximum duration of one week within a term under payment of the fee.

5. subsection

Final and transitional provisions

Relationship to other rules



section 281.

(Determination of principle of)

 (1) section 215 does not apply to European cooperatives unless otherwise provided in this section. section 215, however, has



1. on those European cooperatives, which are not subject to the provisions of section 12a pursuant to section 238, and 2. subsidiaries located in Germany, European cooperatives application.

(2) is the seat of a European cooperative society, the rules regarding the participation of exist, which is not subject to the provisions of section 12a, but moved inland, remains at least the same level of participation rights should be the employees guarantee.

(3) in addition, the provisions of section 8 of the provisions of this section remain unaffected.

(4) the organs of the Dienstnehmerschaft in the legal people involved in domestic, whose legal personality shall lapse with the entry of the European cooperative society persist even after their entry. The Board of directors or Board of Directors of the European cooperative society has to ensure that these institutions can continue to exercise the powers of the Dienstnehmerschaft in accordance with the provisions relating to the powers of the Dienstnehmerschaft of §§ 194 and 214.

(5) on the entsendeten service representatives according to the provisions of this section to the Board of a European cooperative society those provisions of supervisory laws do not apply, requiring a special professional competence, special qualification requirements, or similar requirements for members of the Board of Directors, unless the service representatives are determined in accordance with § 25 para 1 of the SCE law to Executive Directors of the Board of Directors.

Penal provisions



§ 282.

(Determination of principle of)

 (1) the implementing legislation has to provide that violations of the implementing provisions to §§ 243 Nos. 1 and 2, 245 para 3, 246 paragraph 5, 249 par. 1 and 4, 255 par. 2, 257 par. 3, 258 para 3, 261 para 2, 265 section 1, are fined to punish 279 section of 1 and 281 para 4 as administrative offences by the district administrative authority up to 2 180 euro , if the Act not according to other regulations a more severe penalty is subject to.

(2) the implementing legislation has also provided that violations only to track and punish are referred to in paragraph 1, if, in the case of



1. the sections 243 Nos. 1 and 2, 245 para 3, 246 paragraph 5, 249 par. 1, 257 par. 3, 258 para 3, 265 para of 1 and 281 para 4 in the involved entities, concerned subsidiaries, affected companies or cooperative existing service representatives;

2. the sections 249, par. 4 and 255 par. 2 the special negotiating body.

3. the section 261, paragraph 2 the service representative competent under the agreement according to article 261, paragraph 1;

4. of section 279, paragraph 1 the competent management or administrative organ of the participating legal entities, concerned subsidiaries, affected farms or the Board or Board of Directors of the European cooperative society within six weeks from knowledge of the offence and of the person of the offender at the competent district administrative authority a complaint is (private prosecutor).

"(3) (directly applicable federal law) on criminal procedure VStG § 56 para 2 to 4 shall apply."

9. (determination of principle of and directly applicable federal law) the previous § § 238, 238a and 239 received the designation "sections 283 to 285".

10. (principle provision) § 284 paragraph 2 States:



(2) (principle provision) As far as principle provisions of this Federal Act other federal laws referenced in, these are to apply in following versions:




1 house mates and domestic workers Act, Federal Law Gazette No. 235/1962, as amended by Federal Law Gazette I no. 100/2002, 2 GewO 1994 (GewO 1994), BGBl. No. 194, in the version of Federal Law Gazette I no. 15/2006, 3rd execution order, RGBl. No. 79/1896, as amended by Federal Law Gazette I no. 68/2005, 4. General Social Insurance - ASVG, Federal Law Gazette No. 189/1955, as amended by Federal Law Gazette I no. 155/2005 , 5 income tax Act 1988 - EStG 1988, Federal Law Gazette No. 400, in the version of Federal Law Gazette I no. 161/2005, 6 farmers social insurance law BSVG, Federal Law Gazette No. 559/1978, as amended by Federal Law Gazette I no. 155/2005, 7 industrial social security law GSVG, BGBl. No. 560/1978, as amended by Federal Law Gazette I no. 155/2005, 8 civil code, DL No. 946/1811 , as amended by Federal Law Gazette I no. 120/2005, 9 civil procedure [ZPO, RGBl. No. 120/1895, as amended by Federal Law Gazette I no. 7/2006, 10 general pension law (APG), Federal Law Gazette I no. 142/2004, as amended by Federal Law Gazette I no. 132/2005, 11 labour and social courts act - ASGG, BGBl. No. 104/1985, as amended by Federal Law Gazette I no. 104/2006 , 12 federal law on the Division of capital companies (spin-off), Federal Law Gazette No. 304/1996, as amended by Federal Law Gazette I no. 120/2005, 13 military law 2001 - WG 2001, Federal Law Gazette I no. 146, in the version of Federal Law Gazette I no. 58/2005, 14 Civil Service Act 1986 - ZDG, BGBl. No. 679, as amended by Federal Law Gazette I no. 106/2005, 15 unemployment insurance Act (AlVG) 1977 , BGBl. No. 609, in the version of Federal Law Gazette I no. 36/2006, 16 labour market support act - AMFG, Federal Law Gazette No. 31 / 1969, as amended by Federal Law Gazette I no. 64/2004, 17 child care money law (KBGG), Federal Law Gazette I no. 103/2001, as amended by Federal Law Gazette I no. 100/2005, 18 operational staff pension law - FMOD, Federal Law Gazette I no. 100/2002, as amended by Federal Law Gazette I no. 37/2005 , 19 Investment Fund Act - InvFG 1993, BGBl. No. 532/1993, as amended by Federal Law Gazette I no. 122/2005, 20 pension fund law - PKG, BGBl. No. 281/1990, as amended by Federal Law Gazette I no. 59/2005, 21 holiday peace Act 1957, Federal Law Gazette No. 153, in the version of Federal Law Gazette No. 144/1983, 22 homework Act 1960, Federal Law Gazette No. 105/1961, as amended by Federal Law Gazette I no. 98/2001 , 23 school education Act 1986 - SchUG, BGBl. No. 472, in the version of Federal Law Gazette I no. 20/2006, 24 School Organization Act, Federal Law Gazette No. 242/1962, as amended by Federal Law Gazette I no. 20/2006, 25 victims Care Act, Federal Law Gazette No. 183/1947, as amended by Federal Law Gazette I no. 86/2005, 26 development cooperation Act (EZA-G), Federal Law Gazette I no. 49/2002, as amended by Federal Law Gazette I no. 65/2003 , 27 chemicals Act 1996 - ChemG 1996, Federal Law Gazette I no. 53/1997, as amended by Federal Law Gazette I no. 151/2004, 28 Pesticides Act 1997, BGBl. I no. 60, as amended by Federal Law Gazette I no. 83/2004, 29 waste management Act 2002 - AWG 2002, Federal Law Gazette I no. 102, as amended by Federal Law Gazette I no. 34/2006, 30 biocidal products Act (BP Act), Federal Law Gazette I no. 105/2000 , as amended by Federal Law Gazette I no. 151/2004, 31 employee - after, Federal Law Gazette No. 450/1994, as amended by Federal Law Gazette I no. 159/2001, 32nd doctor Law 1998 - ÄrzteG 1998, Federal Law Gazette I no. 169, in the version of Federal Law Gazette I no. 156/2005, 33. agricultural and forestry vocational training Act - LFBAG, Federal Law Gazette No. 298/1990, as amended by Federal Law Gazette I no. 46/2005 , 34 employees act, Federal Law Gazette No. 292/1921, as amended by Federal Law Gazette I no. 35/2006, 35. estate employees act, Federal Law Gazette No. 538/1923, as amended by Federal Law Gazette I no. 143/2004, 36. Workplace Safety Act 1991 - APSG, BGBl. No. 683, in the version of Federal Law Gazette I no. 56/2005, 37. German Stock Corporation Act 1965, Federal Law Gazette No. 98, as amended by Federal Law Gazette I no. 120/2005 , 38. Act - GmbHG, RGBl. No. 58/1906, as amended by Federal Law Gazette I no. 120/2005, 39. labor Constitutional Act, BGBl. No. 22 / 1974, as amended by Federal Law Gazette I no. 104/2006, 40. company law book, dRGBl. No. 219/1897, as amended by Federal Law Gazette I no. 161/2004, 41 National Council election regulations 1992, Federal Law Gazette No. 471, in the version of Federal Law Gazette I no. 90/2003, 42. SCE Act, Federal Law Gazette I no. 104/2006.

11 (principle of determination) the now article 284 the following paragraph 3 is added:



"(3) No. references in principle provisions of this Federal Act on Regulation (EC) 1435/2003 are references to Regulation (EC) No. 1435/2003 on the Statute for a European cooperative society (SCE), OJ No. L 207 of 22 7 2003 S. 1."

12. (directly applicable federal law) the present section 285 29 the following paragraph is added:



(29) (directly applicable federal law) The implementing legislation of the countries section 39B, paragraph 2, section 67, paragraph 4, § 145, para. 6, § 216, para. 2 and 4, section 237, para. 5, paragraphs 238 to 277, § 278 paragraph 2 and 3, sections 279 to 281, section 282 paragraph 1 and 2 as well as article 284, paragraph 2 and 3, as amended by Federal Law Gazette I no. are 104/2006, to adopt within six months after the day following the announcement."

Fischer

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