German Stock Corporation Act

Original Language Title: Aktiengesetz

Read the untranslated law here: http://www.gesetze-im-internet.de/aktg/BJNR010890965.html

German Stock Corporation Act AktG Ausfertigung date: 06.09.1965 full quotation: "Stock Corporation Act of 6 September 1965 (BGBl. I p. 1089), by article 3 of the law of April 24, 2015 (BGBl. I S. 642) has been changed" stand: last amended by article 2 para 53 G v. 1.4.2015 I 434 Note: change article 3 G v. 24.4.2015 I 642 (No. 17) textually evidenced by, edited documentary has not conclusively about the stand number you see in the menu see remarks footnote (+++ text detection from) : 1.1.1986 +++) (+++ to the application d. § 93 cf. § 24 G v. 6.9.1965 I 1185 +++) (+++ to the application d. sections 247 and 260 cf. § 72 GNotKG +++) (+++ to the application d. § 139 paragraph 2 CF. § 109 paragraph 3 sentence 3 KAGB +++) (+++ to the application d. § 23 para 5, §§ 150 to 158, section 278, §§ 278 and 290 cf. § 140 para 2 KAGB +++) (+++ official note of the standard authority on EC law: implementation of EGRL 58/2003 (CELEX Nr)) : 303 L 0058) cf. V v. 10.11.2006 I 2553 implementation EGRL 43/2006 (CELEX Nr: 306 L 0043) EGRL 46/2006 (CELEX Nr: 306 L 0046) see G v. 25 5.2009 I 1102 +++) table of contents first Buch Aktiengesellschaft (§§ 1-277) first part general provisions articles 1-22 second part company sections 23-53 third part legal relations of the company and the shareholder §§ 53a - 75 fourth part Constitution of the joint-stock company §§ 76-149 1 section Management Board §§ 76-94 section 2 Supervisory Board §§ 95-116 section 3 use of influence on the society section 117 section 4 AGM §§ 118-149 1 subsection rights the AGM §§ 118-120 2. subsection convening the general meeting § 121-128 3. subsection trial transcript. Information law §§ 129-132 4. subsection voting §§ 133-137 5. subsection special decision § 138 6 subsection preference shares without voting rights sections 139-141 7 subsection special audit. Assertion of claims sections 142-149 part five accounting. Appropriation sections 150-178 1 section annual financial statements and management report §§ 150-161 section 2 examination of the Jahresabschlusses sections 162-171 1 subsection (dropped out) §§ 162-169 2. subsection examination by the Supervisory Board of sections 170-171 section 3 determination of the Jahresabschlusses. Appropriation sections 172-176 1 subsection the financial statements sections 172-173 2. appropriation section 174 subsection 3. subsection AGM paragraphs 175-176 section 4 announcement of the annual accounts.
§§ 177-178 part of sixth amendment to the Constitution. Measures of capital and capital sections 179-240 1 section statutes §§ 179-181 section 2 measures of capital procurement §§ 182-221 1 subsection capital increase against contributions in §§ 182-191 2. subsection contingent capital increase §§ 192-201 3. authorised capital sections 202-206 subsection under section 4 capital increase from company funds §§ 207-220 5. subsection convertible bonds. Bonds § 221 section 3 measures of capital specified in §§ 222-240 1 subsection ordinary capital reduction specified in §§ 222-228 2. subsection simplified capital reduction article 229-236 3. subsection capital reduction by withdrawal of shares §§ 237-239 under section 4 identification of capital § 240 seventh part invalidity of General Assembly resolutions and of the adopted annual financial statements. Special testing because illegal underpricing §§ 241-261 1 section nullity of general meeting resolutions §§ 241-255 1 subsection General §§ 241-249 2. subsection nullity of certain AGM resolutions sections 250-255 section 2 invalidity of the adopted annual financial statements in paragraphs 256-257 section 3 special testing because illegal underpricing paragraphs 258 - 261a eighth part dissolution and annulment of the society sections 262-277 1 section resolution sections 262-274 1 subsection resolution reasons and registration sections 262-263 2. subsection handling §§ 264-274 2. section annulment of society §§ 275-277 limited partnership's second book on shares (§§ 278 - 290) third book affiliates (sections 291-338) first part corporate contracts §§ 291-307 1 section types of business contracts §§ 291-292 section 2 conclusion, amendment and termination of corporate contracts §§ 293-299 section 3 backup of the company and the creditors §§ 300-303 section 4 protection of minority shareholders in control and profit transfer agreements sections 304-307 second part of line power and responsibility in according to §§ 308-318 1st phase line power and responsibility in existence of a domination agreement §§ 308-310 companies section 2 liability in the absence of a domination agreement §§ 311- 318-third part of integrated societies §§ 319-327 part four exclusion of minority shareholders §§ 327a - 327f part five mutually involved company section 328 part six accounting in the Group section 337 earlier fourth book (dropped out) paragraphs 339-393 fourth book special, criminal, and final provisions (articles 394-410) first part special rules with participation of local authorities § 394-395 second part of judicial resolution sections 396-398 third part of criminal law and penalty provisions. Final provisions of §§ 399-410 input formula the Bundestag has decided with the consent of the Federal Council the following law: first Buch Corporation part I General provisions section 1 being the joint-stock company (1) the joint-stock company is a company with its own legal personality. The creditors the company's assets shall be liable for the liabilities of the company.
(2) the Corporation has a share capital cut in stocks.

Engage one or more persons § 2 founder number on the determination of the social contract (the Statute) must, taking over the shares against contributions.

§ 3 form merchant. Listing (1) the Corporation considered trading company, even if the subject matter of the company not a trade business.
(2) companies whose shares are admitted to a market, which by State-recognized bodies is regulated and monitored, regularly takes place and for the audience is indirectly or directly available are listed in the meaning of this Act.

§ 4 contain company which company's stock must, even if it is continued pursuant to § 22 of the commercial code or by other statutory provisions, the term "Joint-stock company" or a generally understandable abbreviation of this designation.

Section 5 Office of the company is the place domestically, the statute determines.

§ 6 a principal amount in euro denominated share capital that must share capital.

Article 7 minimum nominal value of the share capital is the minimum nominal value of the share capital of fifty thousand euro.

Form and amounts of shares (1) § 8 the shares can either as par value shares or be justified as shares.
(2) par value shares must at least a euro-denominated. Equities on a lower principal amount will be void. The issuer the owners as joint and several debtors are responsible for the damage from the output. Higher share nominal must full euro-denominated.
(3) shares are denominated in any denomination. The shares of a company are involved in the share capital to the same extent. The attributable to each share pro rata amount of the share capital may not be less than one euro. Paragraph 2 sentences 2 and 3 finds appropriate application.
(4) the proportion of the share capital is determined by the ratio of their nominal value to the share capital, shares according to the number of shares at par value shares.
5) the shares are indivisible.
(6) these regulations also apply to shares issued to shareholders prior to the issuance of shares (interim certificates).

§ 9 may issue price of shares (1) for a lower amount than the principal amount or the attributable to the individual share proportionate amount of the share capital not issued (minimum issue amount) in the shares.
(2) for a higher amount, the output is allowed.

§ 10 shares and interim certificates (1) the shares to bearer or name are.
(2) they must be in name if they are issued before the full power of the issue price. The amount of the partial performance is to specify in the stock.
(3) interim certificates must be in name.
(4) interim certificates on the holder are null and void. The issuer the owners as joint and several debtors are responsible for the damage from the output.
(5) in the articles of Association, the right of the shareholder to securitisation of its share can be excluded or restricted.

Different rights § 11 grant shares of special category which can share, namely in the distribution of the profits and assets of the company. Shares with equal rights is a genus.

Article 12 right to vote. No multiple voting rights (1) each share grants the right to vote. Preference shares can be issued according to the provisions of this act as a non-voting shares.
(2) multiple voting rights are not permitted.

§ 13 signing of the shares to the signing of shares and Zwischenscheinen meets a reproduced signature. The validity of the signature can be made subject by the attention of a special form. The formality must be included in the document.

Article 14 jurisdiction
Court within the meaning of this Act is, if otherwise, the Court of the registered office of the company.

§ 15 associated companies associated companies are legally independent company, companies standing in relation to each other in majority-owned and parties majority company (§ 16), dependent and dominant companies (article 17), group companies (section 18), mutually participating companies (§ 19) or contract parts of a business contract (§§ 291, 292) are.

§ 16 in majority-owned companies and parties majority company (1) belongs the majority of stake in a legally independent company to another company or another company is the majority of the voting rights to (majority stake), so the company is a majority-owned company, the other company a company party to him by majority.
(2) which portion of the shares is part of a company, is determined the number of shares in corporations to the ratio of the total nominal value of the shares belonging to him to the nominal capital, companies with shares after. Own shares in corporations of the nominal capital are companies with shares by the number of shares to sell. Shares are equally own shares of the company, belonging to another on behalf of the company.
(3) what part of the voting rights is entitled to a company, is determined by the ratio of the number of voting rights may exercise it of the shares belonging to him, to the total number of all voting rights. By the total number of voting rights, voting rights of own shares as well as shares, which set are of the same 3 own shares pursuant to paragraph 2, should be off.
(4) shares, which belong to a company, are also the shares of this dependent company belonging to a dependent company or another for account of the company or one and, if the owner of the company is a sole proprietor, also the shares, are the other assets of the owner.

Article 17-dependent and ruling (1)-dependent companies are legally independent companies to another company (controlling undertaking) directly or indirectly may exert a dominant influence.
(2) from a majority-owned corporation, it is believed that it is dependent on the companies involved to him by majority.

§ 18 group and group companies (1) summarizes a dominant and one or more dependent companies under the unified management of the dominant company, so they form a group; the individual companies are subsidiaries. Company, between which a domination agreement (article 291) or of which the one to the other is incorporated (section 319), are to be considered under a single management summarized. Of a dependent company, it is believed that it forms a group with the dominant companies.
(2) legally independent companies are grouped together under a single management, without having to depend on the a company of the other, so they are also a group; the individual companies are subsidiaries.

§ 19 mutually involved companies (1) mutually participating companies are headquartered domestically in the form of a capital company, which are connected by more than the fourth part of the shares of the other company is any company. For the purpose of determining whether a company more than the fourth part of the shares of the other company belongs, § 16 para 2 sentence 1 applies, subsection 4 (2) is part of one mutually participating companies at the other company a majority stake or can the one on the other companies exercise directly or indirectly a dominant influence by, one as governing is to see the other as a dependent company.
(3) a majority stake belongs to each of the companies mutually involved in the other company or can each on the other exercise directly or indirectly a dominant influence, both companies are as prevalent and as a dependent.
(4) § 328 is on companies that are referred to in paragraph 2 or 3 ruling or dependent companies, does not apply.

Article 20 notification requirements (1) once more as part of shares of a joint-stock company headquartered in Germany is part of a company, has the company immediately in writing to inform it. For the purpose of determining whether the companies more than the fourth part of the shares belongs, § 16 para 2 sentence 1 applies, also shares, 1 whose assigning may require the company, a company dependent on him or any other account of the company or one of the dependent company expect the shares belonging to the company, subsection 4 (2) for the notification obligation referred to in paragraph 1
2. to their acceptance company, a company dependent on him or any other account of the company or one of this dependent company is required.
(3) the company is a corporation, so it has, once without add-back of the shares referred to in paragraph 2 more as part of shares he owns, in writing without delay to inform also the society.
(4) once the company a majority stake (§ 16 para 1) belongs, it has to inform this company immediately in writing.
(5) the contribution of the subject to notification pursuant to paragraph 1, 3 or 4 no longer exists, so this society is immediately in writing.
(6) the company has a participation, that is, been notified pursuant to paragraph 1 or 4 immediately to make known in the society; This is the company to specify the participation. Is communicated to the society, that the participation in the under paragraphs 1 or 4 notice requiring height no longer exists, this is immediately in the society leaves to make known.
(7) rights for account of the company consist of shares, belonging to a company subject to notification pursuant to paragraph 1 or 4, for the period for which the company does not fulfil the obligation, neither the company nor a company dependent on him or for another, or one is of this dependent company. This does not apply for claims according to § 58 para 4 and § 271, if the communication was not deliberately refrain from and has been brought up.
(8) paragraphs 1 to 7 shall not apply to shares of an issuer within the meaning of § 21 para 2 of the German Securities Trading Act.

Article 21 notification requirements of the society (1) once the more as part of shares of another capital company headquartered in Germany is owned, she has this company where participation is immediately in writing. For the purpose of determining whether the society is more than the fourth part of the shares, § 16 para 2 sentence 1, paragraph 4 shall apply mutatis mutandis.
(2) once the company a majority stake (§ 16 section 1) on another company heard she has this company where the majority stake is immediately in writing.
(3) no longer is the stake in the subject to notification pursuant to paragraph 1 or 2, the society has in writing without delay notify the other companies.
(4) rights does not consist of shares belonging to a society subject to notification pursuant to paragraph 1 or 2, for the period for which it does not satisfy the obligation. Article 20, paragraph 7, sentence 2 shall apply accordingly.
(5) paragraphs 1 to 4 do not apply to shares of an issuer within the meaning of § 21 para 2 of the German Securities Trading Act.

Section 22 evidence of disclosed holdings a company of which a notification has been made to article 20, paragraph 1, 3 or 4, article 21, paragraph 1 or 2 may at any time require that the existence of participation is assigned to him.
Part II incorporation section 23 determination of the Statute (1) that articles must be determined by notarization. Agents require a notarized power of attorney.
(2) in the document are to specify 1 the founders;
2. in the case of nominal value shares of par value, shares the number, the amount of output and, if several species the genus of the shares of that each founder takes over;
3. the amount of the share capital paid.
(3) that statute must determine 1 the company and the registered office of the company;
2. the object of the company; the type of products and goods should be produced and traded closer to specify is namely industrial and commercial companies;
3. the amount of the share capital;
4. the separation of the share capital nominal value stocks or shares, with par value shares whose nominal and the number of shares of each nominal value shares whose numbers, moreover, if several species the genus of the shares and the number of shares of each category;
5. whether the shares to the bearer or the name be issued;
6. the number of members of the management board or the rules according to which this number is set.
(4) the articles of association must contain also provisions on the form of the notices of the company.
(5) the articles of association may only differ from the provisions of this Act if it is expressly allowed. Supplementary provisions of the articles of Association are permitted, except that this law contains a final settlement.
Footnote (+++ § 23 para 5: to the application see § 140 para 2 KAGB +++) § 24 conversion of shares
The Statute may determine that its bearer shares in a registered share or its shares into one share of the holder to convert is at the request of a shareholder.

§ 25 notices of the company determined the law or the articles of association that a notice of the company to be the company leaves, she is so in the Federal Gazette to indent. In addition, the Statute may be considered company leaves other leaves or electronic information media.

Article 26 special advantages. Formation expenses (1) everyone a single shareholder or a third party granted special advantage must be set in the articles of association under the name of the person entitled.
(2) the total expenditure which is payable by the company to shareholders or other persons as compensation or as a reward for the creation or their preparation is granted separately to assess the articles of Association.
(3) without this setting, the treaties and the acts to run society are ineffective. After the registration of the company in the commercial register, the ineffectiveness cannot be cured by amendment to the Constitution.
(4) the determinations can only be changed if the company is registered in the commercial register five years.
(5) the articles of association provisions concerning the determinations can be eliminated only by amendment to the Constitution, if the company thirty years in the commercial register is registered and if the legal relationships that underlie the determinations, are handled for at least five years.

§ 27 in-kind contributions, assets; Repayment of deposits shareholders (1) shall make deposits, not by payment of the issue price of the shares payable (contributions), or should the company take over existing or to be manufactured equipment or other assets (assets), so must the statute be set the subject of the contribution in kind or thing taking over, the person of the society acquires the subject matter, and the principal amount, shares the total number of shares to be granted at the contribution in kind or the compensation to be granted in the acquisition of the thing. Should the company take over an asset, for which a remuneration is granted, should be credited to the deposit of a shareholder, this is considered as a contribution in kind.
(2) contributions in kind or assets may be only assets, the economic value of which is determined; Obligations to services can be not contributions in kind or assets.
(3) a cash deposit of a shareholder in substance and on the basis of an agreement made in connection with the acquisition of the cash deposit is fully or partially as contribution in kind (hidden contribution in kind), so this does not exempt the shareholders from its deposit obligation. However, the contracts for the contribution in kind and the right actions to their execution are not ineffective. On the continuing cash deposit obligation of the shareholder, he is worth of the asset at the time of registration of the company to be registered in the commercial register or at the time of its transfer to the company if this occurs later, credit. Crediting is not carried out before registration of the company in the commercial register. The shareholder bears the burden of proof for the intrinsic value of the asset.
(4) before the deposit a performance to the shareholder has been agreed, which economically equivalent to a repayment of the contribution and which is not assessed as a hidden contribution in kind within the meaning of paragraph 3, so this frees the shareholder from its deposit obligation only if the performance by a full return guarantee claim is covered, which is due at any time or by termination by the company may be due. Such a performance or the agreement of such performance is to specify in the application according to § 37.
(5) § 26 para 4, for the removal of the Statute provisions of § 26 para 5 shall apply for the change of effective of determinations.

§ 28 founder shareholders, encountered by the articles of Association, are the founders of the company.

§ 29 establishment of the company with the acquisition of all shares by the founder is built the company.

Section 30 order of the Supervisory Board, the Management Board and Auditor (1) the founders have to order the first Supervisory Board of the company and the auditor for the first full or short business year. The order requires notarial certification.
(2) on the composition and appointment of the first Supervisory Board, the rules on the appointment of the Supervisory Board of workers are not to apply.
(3) the members of the first Supervisory Board cannot be for a long time as ordered until the end of the annual general meeting deciding on the discharge for the first full or short business year. The Management Board shall in good time before the expiry of the term of the first Supervisory Board to disclose under which statutory provisions the next Supervisory Board to put together is according to his; sections 96 to 99 shall apply.
(4) the Supervisory Board appointed the first Board of Directors.

Section 31 order of the Supervisory Board at statutes (1) was fixed in the statutes as a subject of a contribution in kind or thing taking over the transfer or acquisition of a business or part of a company, so have only so many Supervisory Board to order the founder, as according to the statutory provisions, which are decisive in its view after the transfer or acquisition for the composition of the Supervisory Board , by the general meeting without ties to election proposals are. You have, however, if only two supervisory board members, to order three supervisory board members.
(2) 1 ordered Supervisory Board is set pursuant to paragraph 1, unless the Charter states otherwise, quorum, if half of, but at least three of its members participate in the decision-making process.
(3) immediately after the transfer or acquisition of the company or of the part of the enterprise by the Board to disclose under what statutory provisions in his view there must be composed the Supervisory Board. Articles 97 to 99 shall apply mutatis mutandis. The Office of the previous supervisory board members expires only if the Supervisory Board to put together is after other than the rules held by the founders for the decisive or if the founders have ordered three supervisory board members, has to be supervisory board but also from members of Supervisory Board of workers.
(4) paragraph 3 shall not apply if the company or the company of only is brought to the notice of the Executive Board according to § 30 para 3 sentence 2 or taken over.
(5) section 30, paragraph 3, sentence 1 does not apply to the Supervisory Board of workers ordered pursuant to paragraph 3.

§ 32 Foundation report (1) the founders have to report a written report about the sequence of events of the Foundation (Foundation).
(2) in the Foundation report are to present the essential circumstances of which depends on the adequacy of benefits for contributions in kind or assets. It shall indicate 1 the previous transactions; and targeted on the purchase by the company
2. the acquisition and production costs of the past two years;
3. in the case of the transfer of an undertaking on the company operating income from the last two financial years.
(3) in the inception report is also to specify whether and to what extent in the establishment for the account of a member of the management board or the Supervisory Board shares have been transferred, and whether and in what way a member of the management board or the Supervisory Board will be a special advantage or has stipulated for the founding or prepare a compensation or reward.

§ 33 Foundation exam. General information (1) the members of the Management Board and the Supervisory Board have to examine the sequence of events of the Foundation.
(2) also has a review by one or more auditors (founding auditor) to occur when a member of the management board or the Supervisory Board 1 was one of the founders or 2. when establishing account a member of the management board or the Supervisory Board shares have been transferred or 3. an a member of the management board or the Supervisory Board special advantage or has stipulated for the founding or prepare a compensation or reward, or 4 a foundation with contributions in kind or assets is.
(3) in the cases of paragraph 2 No. 1 and 2 of the attesting notary can (§ 23 para 1 sentence 1) instead of founding auditor carry out the audit on behalf of the founders; the provisions concerning the Foundation exam are proper application. Not the notary does the examination, the Court ordered the founding reviewers. The appeal is admissible against the decision.
(4) as auditors of the Foundation should only be ordered if the test requires no other skills, 1 persons who are sufficiently prefigured and experience in accounting;
2. audit firms by their legal representatives, at least one in the accounting is sufficiently prefigured and learn.
(5) as auditors of the Foundation, it should not be ordered who may be not Special Inspector pursuant to section 143, paragraph 2. The same applies to persons and firms, the founder or persons on whose behalf, the founders have taken over shares, have relevant influence on their management.

§ 33a statutes without external Foundation examination (1) by an examination by founding auditor can starting with contributions in kind or assets (§ 33 para 2 No. 4) apart as far as should be introduced: 1.
transferable securities or money market instruments within the meaning of § 2 para 1 sentence 1 and paragraph 1a of the German Securities Trading Act, when with the weighted average share price valued, which during the last three months before the date of their actual contribution on one or more regulated markets within the meaning of § 2 para 5 of the securities trading Act have been traded, 2 other than the assets referred to in paragraph 1 , when an assessment basis, which an independent, adequately educated before and experienced expert has determined according to the generally accepted principles of valuation at fair value, and if the valuation date is not more than six months prior to the date of actual contribution.
(2) paragraph 1 shall not apply if the weighted average price of the securities or money market instruments (paragraph 1 No. 1) due to exceptional circumstances significantly has been affected or if to assume, that the fair value of the other assets (paragraph 1 No. 2) on the date of their actual contribution due to new circumstances or becoming newly known considerably is lower than the value accepted by the experts.

Article 34 scope the Foundation examination (1) the examination by the members of the Management Board and the Supervisory Board as well as the examination by the auditor of the Foundation have to cover, namely 1 whether the particulars of the founder about the acquisition of the shares of the deposits on the capital and on the determinations according to §§ 26 and 27 are correct and complete;
2. If the value of contributions in kind or assets reaches the minimum issue price of shares to be granted or the value of benefits to be granted.
(2) on each test is to report in writing entertained in these circumstances. In the report, the subject of each contribution in kind or thing taking over is to describe and specify which valuation methods have been applied in determining the value. In the audit report of the members of the Management Board and the Supervisory Board no. 2 can be seen off thereof, as well as comments on paragraph 1, insofar as according to § 33a is apart from an external audit of the Foundation.
(3) each a piece of the report of the auditor of the Foundation is to submit the Court and the Board of Directors. Anyone can see the report with the Court.

§ 35 disagreement between founders and founding reviewers. Remuneration and expenses of founding Auditor (1) may require all clarifications and evidence of the founding auditor by the founders that are necessary for a thorough examination.
(2) in the case of differences of opinion between the founders and the founding reviewers about the scope of clarifications and evidence that grant are the founders, the Court decides. The decision is final. As long as the founders refuse to comply with the decision, the inspection report will not be refunded.
(3) the Auditors of establishment of have entitlement to reasonable cash reimbursements and remuneration for their work. The Court shall determine the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.

§ To register 36 registration of society (1) which is at the Court of all founders and members of the Management Board and the Supervisory Board for the registration in the commercial register.
(2) the registration may be only if on each share, the amount has been duly paid up (§ 54 para 3) and, if he already was, used to pay the taxes incurred in establishing and fees finally free of charge of the Board shall so far as not contributions in kind have been agreed.

§ 36a output cash deposits (1) the amount must be (§ 36 para 2) at least one-quarter of the least amount of output and include also the additional amount at issuance of shares for a higher than this.
(2) contributions in kind are completely. The contribution in kind in the obligation to transfer an asset, the company is so it must be to cause performance period of five years after registration of the company in the commercial register. The value must be the least amount of expenditure, and issuance of shares for a higher than this match also the additional amount.

Section 37 is content of the application (1) the application to declare that the requirements of article 36, paragraph 2, and of section 36a are met; thereby, the amount to which the shares are issued, and the amount it paid shall be indicated. It is to prove that the amount paid is finally free of charge of the Board. Is the amount pursuant to § 54 para 3 by crediting an account has been paid, the proof by confirmation of the full Institute is to lead. The Institute of the society is responsible for the accuracy of the confirmation. Are from the deposited amount taxes and fees been paid, is according to the nature and amount of the amounts to prove.
(2) in the application, the Board members have to insure that no circumstances exist which no. 2 and 3, as well as sentence 3 oppose their order according to article 76, paragraph 3, sentence 2, and that they have been taught their unlimited obligation to supply information to the Court. The instruction can be made in writing to § 53 para 2 of the federal Central Register Act; This can be done, by a notary public or a notary ordered from abroad by a representative of a comparable legal profession or a consular officer.
(3) in the application shall also be indicated: 1. a domestic address, 2. nature and scope of authority of the Board members.
(4) the application shall be accompanied by 1 statutes and documents, the Charter has been established where and which have been adopted by the founders shares;
2. in the case of sections 26 and 27 the contracts, which are based on the determinations or to its execution have been closed, and a calculation of the society to the load of covered by establishment expenses; in calculating the fees according to type and amount and the recipient are detailing;
3. the documents on the appointment of the Management Board and the Supervisory Board;
3A. a list of members of the Supervisory Board, from which name, first name, exercised occupation and place of residence of the members is visible;
4. the inception report and the audit reports of the members of the Board and of the Supervisory Board, as well as the founding auditor together with its documentary material.
5. (dropped out) (5) for the submission of documents under this Act applies according to article 12 para 2 of the commercial code.
(6) (dropped out) § 37a joining statutes without external Foundation examination (1) is according to § 33a of an external examination of the founding aside, this is the application to explain. The object of each contribution in kind or thing takeover is to describe. The application must contain the statement that the value of contributions in kind or assets reaches the minimum issue price of shares to be granted or the value of benefits to be granted. The value of the source of the evaluation and the valuation method used shall be indicated.
(2) in the application have the reporting also to insure that exceptional circumstances that no. 1 during the last three months the weighted average price of the securities transferring to or money market instruments within the meaning of § 33a paragraph 1 prior to the date of their actual contribution significantly may have influenced them, or circumstances which indicate that the fair value of the assets within the meaning of § 33a paragraph 1 No. 2 on the date of their actual contribution due to new or newly known circumstances become considerably lower is the adopted value, are known not by the expert.
(3) the application shall be accompanied by: 1 documents on the determination of the weighted average price at which the securities transferring to or money market instruments have been traded during the last three months before the date of their actual contribution on an organised market, 2. each expert opinion, on which is based the assessment in the cases of § 33a paragraph 1 No. 2.

Section 38 is examination by the Court (1) that Court has to examine whether the company properly built and registered. This is not the case, so it has to refuse the registration.
(2) the Court may registration also refuse, if the founding reviewers agree or it is obvious, that the Foundation report or examination report of the members of the Management Board and the Supervisory Board is incorrect or incomplete or does not comply with the statutory provisions. Similarly, if the founding reviewers agree or the Court considers, that falls short of the value of contributions in kind or assets significantly behind the minimum issue price of shares to be granted or the amount of benefits to be granted.
(3) the application contains the declaration according to § 37a para 1, sentence 1, the Court with regard to the value of contributions in kind or assets has only to check whether the requirements of § 37a are met. Only when a clear and significant overvaluation, the Court can refuse to register.
(4) due to a defective, missing, or invalid provision of the Statute, the Court may only refuse registration pursuant to paragraph 1, as far as this provision, their absence or their invalidity 1.
Facts or legal relationships concerned, which must be determined according to § 23 paragraph 3 or on the basis of other compelling legal regulations in the statute or which are to enter or to be published by the Court, in the commercial register 2. violated regulations that are exclusively or primarily for the protection of creditors of the company or otherwise in the public interest, or 3 has the invalidity of the Statute to the result.

Section 39 the company and the registered office of the company, a domestic business address, the object of the company, to specify the amount of the share capital, the day of the determination of the Statute and the Board members are content of registration (1) registration of the society. If a person who is legitimated declarations of intention and notifications to the society is registered with a national address to the entry in the commercial register, are also this information to enter; Third parties receiving permission is considered consisting of continued, until is it deleted from the commercial register and made known to the deletion, except that the missing receiving permission was the third known. It is also to enter, what authority the Board members have.
(2) the Statute contains provisions on the duration of the company or of the authorized capital, are these provisions to enter.

section 40 (dropped out) - section 41 action on behalf of the company before registration. Prohibited share issue does not exist (1) before of entry in the commercial register the Corporation as such. Who trades on their behalf before the registration of the company, shall be liable personally; several Act they are liable as joint and several debtors.
(2) assumes the company a commitment made prior to their entry on their behalf by contract with the debtor in such a way that it takes the place of the former debtor, so there is no need to the effectiveness of the debt of the consent of the creditor, if the debt within three months after the registration of the company will be agreed and communicated to the creditor of the company or the debtor.
(3) the company can not assume obligations arising from contracts relating to special advantages, formation expenses, contributions in kind or assets stipulated in the articles of Association.
(4) before the registration of the company can not transfer of share rights, shares or interim certificates are not issued. The previously issued shares or interim certificates are void. The issuer the owners as joint and several debtors are responsible for the damage from the output.

Section 42 one-person company belonging to alone or apart from the company a shareholder all shares is to submit a notice specifying the name, first name, date of birth and place of residence of the sole shareholder to the commercial register immediately.

sections 43 and 44 - 45 seat installation (1) the company in the domestic moves section, laying on the Court as the previous login.
(2) is the headquarters of the District of the Court of the former seat, so this has immediately by virtue to inform the Court of the new seat installation. The entries for the previous seat, as well as the documents preserved to the previously competent court are the communication to be attached; electronic records are the entries and documents electronically. The Court of the new seat has to check whether the installation correctly decided and § 30 of the commercial code is respected. This is the case, it has to enter the transfer and to accept entries without further review as to its commercial register notified to him. With the registration, the transfer takes effect. The entry is to tell the Court of the former seat. This has officio make the necessary deletions.
(3) the seat to another location within the District of the Court of the previous seat is moved, so the Court has to consider whether the transfer correctly decided and § 30 of the commercial code is observed. This is the case, so it has to register the transfer of the seat. With the registration, the transfer takes effect.

§ 46 responsibility of the founders (1) who are founders society as jointly and severally responsible for the correctness and completeness of the information, for the purpose of establishing the company through acquisition of shares, deposit on the shares, using paid amounts, special benefits, formation expenses, assets, contributions have been made. You are also responsible that a body to assume certain deposit into the share capital (§ 54 para 3) this is suitable and that the amounts paid to the disposal of the Executive Board. You have, without prejudice to the obligation for the damages otherwise arising, to afford missing deposits and replace a remuneration that is not included under the formation expenses.
(2) if the company intentionally or of gross negligence harmed by founders by deposits, assets and formation expenses, so you must all founder severally to damages.
(3) of these obligations, a founder is free, if he the facts constituting the obligation either knew or had to know the due diligence of a proper businessman.
(4) a failure occurs of the society because a shareholder is insolvent or unable to make a contribution in kind, so you are obliged to replace severally the founder, which have accepted the participation of shareholders in knowing his insolvency or inability to power.
(5) in addition to the founders people are responsible in the same way, on whose behalf, the founders have taken over shares. You can rely on their own ignorance not because of such circumstances, one of the founders acting on behalf knew or had to know.

Section 47 is liability of other persons besides the founders along with the founders and the persons on whose behalf, the founders have taken over shares, as joint and several debtors of the company to pay damages 1 obliged, who was receiving a compensation which is contrary to the rules in the formation expenses, knew or had to assume under the circumstances that the concealment intends or is, or who knowingly contributed to the concealment;
2. who knowingly participated in the case of intentional or negligent damage to the society through deposits or assets damage;
3. who publicly announces shares before registration of the company in the commercial register or in the first two years after registration, to introduce them in the traffic, if he the incorrectness or incompleteness of the information have been made for the purpose of the incorporation of the company (§ 46 para 1), or the damage to the society through deposits or assets knew or had to know the due diligence of a proper businessman.

Section 48 members of the Management Board and the Supervisory Board, which violate their obligations when establishing, are responsibility of the Management Board and the Supervisory Board of society committed to the resulting damages severally; they are notably responsible that a post to assume certain deposits on the shares (§ 54 para 3) for this purpose is appropriate, and that the amounts paid to the free disposal of the Board. Sections 93 and 116 with the exception of article 93, paragraph 4, sentence 3 and 4 and paragraph 6 apply to the duty of care and responsibility of the members of the Management Board and the Supervisory Board in establishing the rest.

Responsibility of founding auditor § 323 subsection 1 to 4 of the commercial code concerning the liability of the statutory auditor shall apply accordingly § 49.

§ 50 waiver and comparison the company may on claims against the founder, in addition to persons liable and against the members of the Management Board and the Supervisory Board (§§ 46 to 48) first three years after the registration of the company in the commercial register and only then do, or compare them, if the General Assembly agrees to and is not a minority, whose Anteile together reach the tenth part of the share capital , opposition rises to the transcript. The time limit does not apply if the indemnifiable is insolvent and compares to stave off the bankruptcy with its creditors, or if the obligation to compensate in an insolvency scheme is regulated.

Article 51 limitation of claims claims of the company according to §§ 46 to 48 lapse in five years. The limitation period begins with the registration of the company in the commercial register or, if the mandatory replacement Act has later been committed, with the completion of the Act.

Section 52 after founding (1) contracts of the company founders or more shareholders involved as 10 per cent of the share capital in the company, after which she will acquire existing or to be manufactured equipment or other assets for a fee exceeding the tenth of the share capital, and be concluded in the first two years after the registration of the company in the commercial register, are only with the consent of the general meeting and by entry in the commercial register effective. The legal actions are ineffective to run without the consent of the general meeting or the registration in the commercial register.
(2) a contract required pursuant to paragraph 1 written form as far as not another form is prescribed. He is by the convening of the general meeting which is to decide on the approval set out in the business area of the company for inspection by the shareholders. On request, a copy is immediately to grant each shareholder. The obligations are eliminated pursuant to sentences 2 and 3, if the contract for the same period on the company's website is accessible. At the annual general meeting is the contract to make them accessible. The Board of Directors has him at the beginning of the hearing to explain. He is writing as an attachment to attach.
(3) before the decision of the general meeting, the Supervisory Board has to consider the Treaty, and to submit a written report (inception report). § 32 para 2 and 3 on the inception report shall apply mutatis mutandis for the Foundation review.
(4) in addition, an assessment by one or more founding auditor has to take place before the decision. § 33 par. 3 to 5, sections 34, 35 the assessment of establishment of shall apply mutatis mutandis. Under the conditions of § 33a may be waived by an examination by founding investigator.
(5) the decision of the general meeting requires a majority comprising at least three-quarters of the share capital represented at the vote. Is the contract in the first year after the registration of the company in the commercial register, so the proportions of the assenting majority must reach also at least a quarter of the entire share capital. The statute can determine where these majorities larger majorities of capital and other requirements.
(6) after approval of the annual general meeting, the Board of Directors has to sign the contract for the registration in the commercial register. The contract with the inception report and the report of the founding auditor with the documentary documents is the login to add. Is pursuant to paragraph 4 sentence 3 by an external examination of the founding apart, § 37a applies accordingly.
(7) are against the registration concerns, because the founding reviewers explain or because it is obvious that the inception report is inaccurate or incomplete or does not correspond to the law or that the compensation granted for the assets to be acquired is unreasonably high, so can the registration reject the Court. The application contains the declaration according to § 37a para 1 sentence 1, § 38 paragraph 3 shall apply mutatis mutandis.
(8) to be entered are the day of the conclusion of the contract and the consent of the annual general meeting, as well as the or the contractual partner of the company.
(9) the above provisions do not apply if the acquisition of assets in the context of the ongoing operations of the company on the stock exchange or in the enforcement.
(10) (dropped out) section 53 claims in the post Foundation for the subsequent establishment apply the sections 46, 47, 49 to 51 over the claims of the company receive. The members of the Management Board and the Supervisory Board be replaced the founder. You have to take the care of a prudent and conscientious Managing Director. As far as time limits commence with the registration of the company in the commercial register, the registration of the Treaty establishing the post takes their place.
Part three legal relations of the company and the shareholder § 53a equal treatment of shareholders shareholders are under same conditions equal to handle.

§ 54 main obligation of shareholders (1) the commitment of the shareholders for the performance of the deposits is limited by the issue price of the shares.
(2) as far as contributions in kind are not fixed in the articles of Association, the shareholders have to pay the issue price of the shares.
(3) the amount that is required before the registration of the company can only legal means of payment or credit to an account with a credit institution or a according to § 53 para 1 sentence 1 or § 53 set 1 or paragraph 7 of the law on banking make b paragraph 1 company or of the Executive Board at its disposal are deposited. Requirements of the Board of directors from these deposits considered claims of society.
(4) the claim of the company's performance the deposits barred in ten years from its creation on. Opens insolvency proceedings over the assets of the society, so the Statute of limitations before the expiration of six months from the date of the opening occurs.

§ Is bound 55 obligations of shareholders (1) the transfer of the shares to the approval of the society, so the Statute may impose the obligation shareholders, to perform recurring, existing cash services in addition to the contributions to the capital. While she has to determine whether the services are to provide for a consideration or free of charge. The commitment and the scope of services shall be indicated in the shares and Zwischenscheinen.
(2) the Statute may impose penalties in the event that the obligation is not or not properly met.

Article 56 no drawing of own shares. Acquisition of the shares must draw the company for the account of the company or by a dependent or standing in majority-owned companies (1) no own shares.
(2) a dependent company must assume no shares of the dominant society, a company majority-owned no shares in the company involved in him by a majority as the founder or artist or in the exercise of a granted a conditional capital increase conversion or subscription rights. A violation of this provision makes adopting not ineffective.
(3) who as a founder or artist or in the exercise of a granted a conditional capital increase conversion or subscription rights has acquired a share on behalf of the company or of a dependent or in majority-owned company, can rely on the fact, that he has acquired the shares for their own account. He is liable without regard to agreements with the company or the dependent or in majority-owned companies on the full deposit. Before he acquired the stock for its own account, no rights arising from the shares he is entitled to.
(4) capital increase shares in contravention of collected of paragraphs 1 or 2, each Board member of the society on the full deposit is liable. This does not apply if the Board proves that it is true there is no fault.

§ 57 no refund, no interest on the deposits (1) should the shareholders deposits not allowed back are. Not the payment of the purchase price when the permitted purchase of Treasury shares is considered a refund. Sentence 1 shall not apply when services which are in existence of a domination or profit transfer agreement (article 291) or are covered by a full fledged Gegenleistungs or return warranty claim against the shareholder. Sentence 1 is also not applicable to the repayment of a shareholder loan and benefits on claims arising from acts that economically correspond to a shareholder loan.
(2) the shareholders interest may not be pledged or disbursed.
(3) before the dissolution of the company, only the profit may be distributed among the shareholders.

Section 58 use of the net profit (1) who can articles just in case, that the annual general meeting will determine the annual accounts determine that amounts out of the profit for the year to other revenue reserves to set are. On the basis of such a statute provision, half of the profit for the year to other revenue reserves can be set at most. This amounts, which are the statutory reserve to be and a loss carried forward in advance of the annual surplus shall be deducted.
(2) Executive Board and the Supervisory Board determine the annual accounts, so they can set but not more than half, to other revenue reserves a portion of net income of. The articles of association may authorise Management Board and supervisory board to set a larger or smaller portion of the profit for the year. On the basis of such a statute provision Management Board and the Supervisory Board not set any amounts paid to other revenue reserves, if the other revenue reserves more than half of the share capital, or as far as it would exceed the half after setting. Paragraph 1 sentence 3 apply mutatis mutandis.
(2a) without prejudice to paragraphs 1 and 2 can Board of Directors and Supervisory Board set the equity of reversals of impairment assets of the investment and current assets and liabilities formed when calculating tax profits which should not be deported in the special items with an equity portion to other revenue reserves. The amount of these reserves is either separately in the balance sheet or to specify in the annex.
(3) the general meeting may add additional amounts in retained earnings in the decision on the appropriation of profits or recite as profit. Also, if the Statute empowering them, also use other as according to sentence 1 or the distribution among the shareholders may decide.
(4) the shareholders are entitled to the profit, insofar as he is not excluded by law or by statute, by annual general meeting pursuant to paragraph 3 or as an additional expense profit using decision from the distribution among the shareholders.
(5) if the Statute so provides, the general meeting may decide to also a distribution in kind.

Section 59 interim payment on the balance sheet profit (1) who can Charter the Board authorize, to pay a discount to shareholders at the end of the fiscal year on the estimated profit.
(2) the Board may pay only a discount if a preliminary statements for the past financial year results in a profit for the year. As discount, half of the amount may be paid not more than remains of the net income after deduction of the amounts that set are by law or by statute in retained earnings. Also, the discount exceed half of last year's profits.
(3) the payment of a discount requires the consent of the Supervisory Board.

Section 60 distribution of profits (1) the shares of the shareholders of profits are determined according to their shares in the share capital.
(2) the deposits on capital, not on all of the shares in the same proportions have been made, so the shareholders from distributable profit get an amount anticipated by four per cent of paid deposits. Winning this is not sufficient, so the amount is determined according to a correspondingly lower rate. Deposits which were made in the course of the fiscal year, will be considered according to the ratio of the time elapsed since the performance.
(3) the Statute may determine a different kind of profit distribution.

§ 61 of fringe benefits for recurring services, at which shareholders are required according to the statutes in addition to deposits on the share capital must be paid a remuneration not exceeding the value of the services without regard to, whether a profit is shown.

§ 62, liability of shareholders receiving prohibited services (1) the shareholders have of society services received contrary to the provisions of this Act by you, to be returned. They purchased amounts as capital gains, so the obligation only if they knew, or as a result of negligence did not know that they were not entitled to receive.
(2) the claim of the company can be claimed by the creditors of the company, as far as they can gain no satisfaction from this. Insolvency proceedings over the assets of the company is opened, the right of company creditors against the shareholders exerted during the duration of the liquidator or the custodian.
(3) the claims shall expire in ten years since receiving the performance under these regulations. Article 54, paragraph 4, sentence 2 applies the appropriate.

§ 63 consequences not timely deposit (1) the shareholders have to pay deposits following a request by the Executive Board. The prompt is, if the statute determines otherwise to disclose in the company leaves.
(2) shareholders, which in due time pay the demanded amount have to pay him interest on the occurrence of maturity at five per cent for the year. The right to claim of further damages is not excluded.
(3) in the event of late payment, the articles of association may impose penalties.

Article 64 exclusion of defaulting shareholders (1) shareholders, which in due time pay the demanded amount, you can use an extension with the threat, they are explained after this period their shares and the deposits had forfeited.
(2) the period of grace must be published three times in the society leaves. The first notice must be issued at least three months, the last at least one month before the end of the period. A period of at least three weeks should be between the individual notices. The transfer of shares to the approval of the society is bound, the unique single prompt to the defaulting shareholders; is sufficient where the public announcements It must be granted a grace period that is at least a month since receiving the prompt.
(3) shareholders who still do not pay the requested amount, be by publication in the company leaves of its shares and deposits in favor of the society declared forfeit. The shares declared deprived shall be indicated in the notice with their distinguishing features.
(4) in place of the old documents new issued; they have to give the arrears amount except the part payments. The failure of society to this amount or the later required amounts excluded shareholder shall be liable for it.

Section 65 liability of Endorsers (1) everyone in the share register recorded foreman of the excluded shareholders undertakes the company for the payment of the arrears, insofar as this is not to gain from his subsequent men. Of the request for payment to a former shareholder, the company has to notify his immediate foreman. That payment is not to gain is assumed if it is received within one month since the request for payment and notification of Vormanns. The new certificate will be issued against payment of the arrears.
(2) every Foreman is obliged only to the payment of the amounts which are claimed within two years. The period begins with the day on which the transfer of shares to the share register of the company is registered.
(3) the payment of the arrears of Vormännern is not to gain, the company has to sell the shares immediately at the market price, and in the absence of a stock-price through public auction. No reasonable success is to be expected from the auction at the company's headquarters is so to sell the stock in an appropriate place. Time, place and subject of the auction are publicly known. The excluded shareholders and his endorsers are to notify; the notification can be omitted if it is infeasible. Announcement and notification must be made at least two weeks before the auction.

No liberation of shareholders from their performance obligations (1) the shareholders and their endorsers can § 66 of their obligations according to the §§ 54 and 65 are not free. Against a claim of the company according to the §§ 54 and 65, the set-off is not permitted.
(2) paragraph 1 applies a contribution in kind to the obligation for the repayment of services which are contrary to the provisions of this Act, the contingent liability of the excluded shareholders and liability of the shareholder because not due performance.
(3) by an ordinary capital reduction or a capital reduction through withdrawal of shares shareholders may be exempted from the obligation to make deposits through an ordinary capital reduction but not exceeding in amount the capital has been put down.

Section 67 (1) registered shares are entered in the share register to enter, stating the name, date of birth and address of the holder as well as the quantity or the stock number and principal amount of shares of the amount in the share register of the company. The owner is obliged to communicate the information society pursuant to sentence 1. The statute can determine details, refer to conditions under which entries in its own name for shares that belong to one another, are allowed. Shares belonging to EU or foreign investment asset to a domestic, the investment law according to, which shares or shares are held not only by professional and semi-professional investors, are shares of the domestic, EU or foreign investment asset pool, even if they are in the ownership of the investors; the investment asset pool has no legal personality, they are considered management shares of the investment asset pool.
(2) in relation to the company considered shareholders only, who is registered as such in the share register. But voting rights consist of entries, not one exceed certain statutory limit referred to in paragraph 1 sentence 3 or for which a statutory duty to disclose that the shares belong to one another, is not satisfied. In addition, do not consist of voting rights shares, as long as a request for information pursuant to paragraph 4 sentence 2 or sentence 3 after the deadline is not met.
(3) the registered shares on one passes other, so deletion and new registration in the share register be communication and detection.
(4) credit institutions acting in transmission or safe-keeping of registered shares with are obliged to submit specifications against reimbursement of the necessary costs required for maintaining the share register of the company. The registered has to inform the company upon your request within a reasonable period of time to what extent the shares, as its owner is entered in the share register, also belong to him; as far as this is not the case, he's got that in paragraph 1 sentence 1 information referred to the one to convey, for which he holds the shares. This applies to those whose data are delivered 2 or this set according to set. Paragraph 1 sentence 4 applies accordingly; Sentence 1 shall apply for the expenses borne. Enlists the holder of registered shares in the share register, the depositary institution at the request of the company is obliged to make against reimbursement of the necessary costs the company instead separately into the share register enter. Article 125, paragraph 5 shall apply mutatis mutandis. Is a credit institution within the framework of a transfer operation of registered shares is entered in the share register only temporarily separately, so this entry raises no obligations as a result of paragraph 2 and article 128 and does not cause the application of statutory limitations pursuant to paragraph 1 sentence 3.
(5) is someone wrongly worn a according to the company as a shareholder in the share register, so the company can only delete the registration if it has previously notified the parties of the proposed deletion and to assert of an objection set a reasonable deadline for them. A party object within the period, the cancellation has to be avoided.
(6) the shareholder may request information on the data registered to his person in the register of shares by the company. In non-listed companies, the statute can determine another. The company may use set 2 and 3 data communicated pursuant to paragraph 4 for their tasks in relation to the shareholders, as well as the data of the register. Advertising for the company she may use only the data, unless the shareholder has not objected. The shareholders are adequately about their right of objection to inform.
(7) these rules shall apply mutatis mutandis to interim certificates.

§ 68 transfer of registered shares. Transferability (1) registered shares may be transferred by endorsement. Articles 12, 13 and 16 of the Exchange Act shall apply mutatis mutandis for the form of the Indossaments, the legal identification of the owner and his obligation to disclose.
(2) the articles of association can bind the transmission to the consent of the company. The Board gives its approval. The Statute but can determine that the Supervisory Board or the general meeting to grant the consent decides. The articles of Association to determine the reasons which consent may be withheld.
(3) in the case of transmission by endorsement, the company is required to check the regularity of the series of endorsements, but not the signatures.
(4) these regulations shall apply mutatis mutandis to interim certificates.

§ 69 community of rights to a share of (1) is entitled to a share several legitimate, so they can exercise the rights conferred by the shares only by a community representative.
(2) for the performances on the stock they are liable as joint and several debtors.
(3) has enough the company shareholder over to drop off a declaration of intent, so if the beneficiaries of the company have appointed a community representative, the Declaration towards a legitimate. Where there are several heirs of a shareholder, this applies only to declarations of intent issued after one month since the seizure of the inheritance.

Article 70 calculation of share ownership time depends on that the shareholder has been holder of the share during a certain period of time the exercise of rights of the stock, so entitled the property to transfer ownership against a credit institution, financial services institution or an equal according to § 53 para 1 sentence 1 or § 53 para 1 sentence 1 or paragraph 7 of the law on banking company. The property time of a legal predecessor is attributed to the shareholder if he free of charge, has acquired the stock of the insurance supervision Act or section 14 of the Act of building societies by its trustee, as the overall legal successor, seeks a community or a stock transfer according to § 14.

§ 71 purchase of its own shares (1) the company may own shares only acquire, 1 if the acquisition is necessary to a heavy, to avert imminent damage by the company, 2. If the shares to be offered to acquire people who are affiliates, or were, in the employment relationship with the company or one with her, 3. If the acquisition happens to shareholders pursuant to article 305, paragraph 2 , section 320 b or according to article 29, paragraph 1, section 125, sentence 1 in conjunction with § 29 par. 1, see section 207 paragraph 1 sentence 1 of the conversion Act, 4. If the acquisition is done free of charge, or a bank with acquisition runs a shopping Commission, 5 by universal succession, 6 on the basis of a decision of the general meeting to collect under the rules on the reduction of the share capital, 7 if they a credit institution , Financial services institution or financial firms is due to a decision by the general meeting for the purpose of securities trading. The decision must determine that the trading of the shares to be purchased for this purpose may not, exceed five per cent of the share capital at the end of each day He must set the lowest and highest value. The authorization may apply a maximum of five years; or 8 due to a maximum five years applicable authorization of the AGM, which will set the lowest and highest value and the share of the capital stock, which may not exceed ten per cent. As the purpose of trading in own shares is excluded. § 53a is to apply to acquisitions and disposals. Buying and selling on the stock market meet the. The annual general meeting may decide to other disposal; § 193 para 2, § 186 para 3 and 4 are no. 4 in this case apply mutatis mutandis. The general meeting may authorise the Board to cancel the own shares without further AGM resolution.
(2) that for the purposes referred to in paragraph 1 Nos. 1 to 3, may 7 and 8 shares together with other shares of the company, which has already acquired the company and still owns, accounts for no more than ten per cent of the share capital. This acquisition is also only permitted, if the company could make a reserve in the amount of the expenses for the acquisition at the time of the purchase, without reducing the share capital or a reserve according to law or the statutes to which must not be used for payment to the shareholders. In the cases of paragraph 1 No. 1, 2, 4, 7 and 8 is the acquisition only permissible, if on the shares, the issue price is fully paid.
(3) in the cases of referred to in paragraph 1, the Board has the next general meeting about the reasons and the purpose of the acquisition, about the number of shares bought and the attributable to them amount of the share capital, to inform of their share capital, as well as the equivalent of shares no. 1 and 8. In the case of paragraph 1 No. 2 are to issue the shares within one year of their acquisition to the employees.
(4) a violation of paragraphs 1 or 2 does not defeat the purchase of Treasury shares. A thereto business through the purchase of Treasury shares is but null and void as far as the acquisition violates that paragraphs 1 or 2.

section 71a bypass local businesses (1) a legal transaction, that has the granting of an advance or a loan or the lodging of a security by the company to another for the purpose of the acquisition of shares of such company to the subject, is null and void. This does not apply to legal transactions within the framework of the ongoing operations of credit institutions or financial services institutions as well as for granting an advance or a loan, or for the lodging of a security for the purpose of the acquisition of shares by employees of the company or a company associated with it; in these cases, the legal transaction is void, however, if the company could make a reserve in the amount of the expenses for the acquisition does not at the moment of purchase without reducing the share capital or a reserve according to law or the statutes to which must not be used for payment to the shareholders. Also, sentence 1 does not apply to legal transactions in existence of a domination or profit transfer agreement (article 291).
(2) void any transaction between the company and another, after this right or should be obliged to acquire shares of the company for the account of the company or a dependent or a company standing in their majority-owned, as far as the purchase by the company would be contrary to article 71, paragraph 1 or 2 is also.

§ 71b rights of own shares from Treasury shares are the company to no rights.

section 71c disposal and cancellation of own shares (1) has the company acquired own shares in contravention of section 71, paragraph 1 or 2, so they must be sold within a year after their purchase.
(2) accounts for the shares, which according to § 71 paragraph 1 in permitted way acquired the company and still owns more than ten per cent of the share capital, the portion of the shares, which exceeds this rate, must be sold within three years after the acquisition of the shares.
(3) shares not sold within the time limits provided for in paragraphs 1 and 2 have been, so they are according to § 237 to collect.

§ 71d a acquisition of own shares by a third party in its own name but for the account of the company of acting third party shares of the company may only purchase or have, as far as the company according to article 71, paragraph 1 would allow no. 1 to 5, 7 and 8 and paragraph 2. The same applies to the acquisition or ownership of shares of the company by a dependent or a company in which the company holds a majority, as well as for the acquisition or possession by a third party, acting in its own name, but on behalf of a dependent or a company in which the company holds a majority. When calculating the proportion of the share capital according to section 71, paragraph 2, sentence 1 and § 71 para. 2 c shall apply these shares as the company's shares. Furthermore article 71, par. 3 and 4, sections 71a to 71 c shall apply mutatis mutandis. The third party or the company has to obtain the ownership of the shares of society upon their request. The company has to repay the value of the shares.

section 71e acceptance of shares
(1) it is just the acquisition of own shares pursuant to § 71 para 1 and 2, § 71d, if its own shares as collateral. But a credit institution or financial services institution may take certain proportion of the share capital as collateral in ongoing operations Treasury shares up to the in section 71, paragraph 2, sentence 1. section 71a shall apply mutatis mutandis.
(2) a breach of paragraph 1 the acceptance of shares makes ineffective, if the issue price is not yet done on them. A thereto business about the acceptance of its own shares is null and void as far as the acquisition is contrary to paragraph 1.

§ 72 invalidation of shares in the line-up procedure (1) is lost or destroyed a stock or a Zwischenschein, so the deed in the line-up procedure can be explained according to the law on the procedure in family matters and in matters of voluntary jurisdiction for powerless. § 799 2 and section 800 of the Civil Code shall apply mutatis mutandis.
(2) profit participation certificates are bearer, the claim from the not yet due profit participation certificates expires with the cancellation of the share or of the Zwischenscheins.
(3) the invalidation of shares according to §§ 73 or 226 does not preclude the invalidation of the certificate referred to in paragraph 1.

Article 73 invalidation of shares by the company (1) the content of the share certificates by a change in the legal situation is become obsolete, so the company can explain the shares which are filed despite the request not to correct or Exchange with her, with the permission of the Court for the powerless. Is the inaccuracy based on a change of the nominal value of the shares so they can be explained only for powerless, when the principal amount to a reduction of the share capital is reduced. Registered shares can be explained not so for powerless, because the name of the shareholder has become inaccurate. Against the decision of the Court the appeal is allowed; an appeal against of the decision by which the permit is issued, is excluded.
(2) the invitation to submit the shares, has to threaten the annulment and pointing to the approval of the Court. The cancellation can only take place if the prompt in the manner prescribed in § 64 para 2 for the period of grace has been made known. The cancellation is done by notice in the company leaves. In the notice, the shares declared powerless are to indicate that results from the notice without another, whether a share for powerless is explained.
(3) in place of shares declared powerless are subject to surrender a statute regulation according to § 10 paragraph 5, to issue new shares and to the owner or, if there is a right to deposit to deposit. The delivery or deposit is to show to the Court.
(4) where shares will be merged to the reduction of the share capital, section 226 applies.

§ 74 new certificates in place of damaged or deformed shares or interim certificates is so damaged or disfigured that the deed to the circulation is no longer suited a share or a Zwischenschein, so the person entitled, if the main content and the distinguishing features of the certificate are still sure to recognize, may require the granting of a new instrument against handing over the old society. He has to wear and to advance the costs.

§ 75 new profit participation certificates may new profit participation certificates to the bearer of the renewal check are not issued if the owner of the share or of the Zwischenscheins of issue; they are to hand over the owner of the share or of the Zwischenscheins when he presents the main document.
Fourth part of Constitution of the joint-stock company first section Board § 76 Board of joint-stock company (1) the Board has under its own responsibility to lead the company.
(2) the Board may consist of one or more persons. At companies with a capital of more than three million euros, he has to exist, unless the statute determines that it consists of a person from at least two people. Prejudice to the provisions on the appointment of a working Director.
(3) member of the Executive Board can be only a natural person unlimited legal capacity. Member of the Executive Board, who may 1 as supervised the arranging his financial matters wholly or partly subject to a consent proviso (article 1903 of the Civil Code), 2. on the basis of a court judgment or an enforceable decision of an administrative authority not exercised a profession, a profession, business or a commercial branch, provided that matches the business wholly or partly by the subject of the ban, 3 of one or more intentionally committed offences a) the failure of the filing of the request for opening of the insolvency proceedings (Insolvency carry-over) , b) to the sections 283-283d of the Penal Code (Insolvency offences), c) the wrong information according to § 399 of this Act or article 82 of the law relating to companies with limited liability, d) the inaccurate representation according to section 400 of this law, section 331 of the commercial code, § 313 of the conversion Act or section 17 of the publicity Act, e) after the §§ 263-264a or the sections 265 b; sentenced to 266a of the Penal Code to a term of imprisonment of at least one year This exclusion shall apply for a period of five years since the legal force of the judgment, where the time is not included, in which the perpetrator on official placement in an institution is been held.
Set also applies when convicted abroad for an offence which is comparable to the 2 acts referred to in no. 3 in set 2 No. 3.
(4) the Board of Directors of companies that are publicly traded or are subject to co-determination, sets for the proportion of women in the two levels below the Executive Committee targets. The percentage of women is setting the target sizes below 30 percent, the targets may no longer have below the achieved percentage. At the same time, deadlines for achieving the targets are set. The deadlines may be each no longer than five years.

Business Guide (1) § 77 of the Board consists of several people, all Board members are authorized only jointly to the Executive Board. The statute or the rules of procedure of the Executive Board may determine otherwise; It can however not be that one or more Board members decide disagreements on the Board against the majority of its members.
(2) the Board may give rules of procedure if not the Statute has delegated the adoption of the rules of procedure the Supervisory Board or of the Supervisory Board shall adopt rules of procedure for the Executive Board. The statute can be regulated by binding specific issues of the rules of procedure. Decisions of the Executive Board concerning the rules of procedure must be taken unanimously.

§ 78 representation (1) the Board of Directors represents the company and out of court. A society has a Board of Directors (lawlessness), is the company in the event that you compared with declarations of intent be submitted or delivered documents, represented by the Supervisory Board.
(2) the Committee consists of more than one person, so empowered, if the Statute otherwise determines, all Board members to represent the company only collectively. A declaration of intent to the company is to submit the charge against a member of the Board or in the case of the paragraph is sufficient 1 sentence 2 compared to a non-Executive Director. To the representatives of the society referred to in paragraph 1 can be made declarations of intent to the company at the business address registered in the commercial register and documents for the company. Independent of this the dispensing and delivery under the registered address of the receiving person can be made according to § 39, paragraph 1, sentence 2.
(3) the Statute may also determine that individual Board members are alone or power in the community with an attorney to represent the company. The Supervisory Board can determine the same if the Statute has authorized for this purpose. Paragraph 2 sentence 2 shall apply accordingly in these cases.
(4) Board members authorized to the overall representation may authorize one of them to carry out of certain transactions or certain kinds of transactions. This shall apply mutatis mutandis if a single board member together with a Prokurist to represent the company is authorised.

Article 79 (dropped out) - article 80 information on business letters (1) on whatever whatever form, which are addressed to a specific recipient, the legal form and the registered office of the company, the Court of the registered office of the company and the number of the company in the commercial register is registered, must all business letters, as well as all the Board members and the Chairman of the Supervisory Board with the family name and at least one advertised given name be specified. The Chairman of the Board is called such. Be made information about the company's capital, the total amount of outstanding deposits must be indicated in each case the share capital and, if the issue price is not fully paid up on the shares.
(2) the information referred to in paragraph 1 sentences 1 and 2 not need messages or reports, taken in the context of an existing business relationship, and usually forms used for, where only the specific information required in individual cases need to be inserted.
(3) purchase orders are considered paragraph 2 is business letters within the meaning of paragraph 1 does not apply to them.
(4) on all business letters and order forms used by a branch of a company based abroad, you must specify the register in which the branch is run, and the number of the register entry; In addition, the provisions of paragraphs 1 to 3 for the information regarding the main and branch office shall apply insofar as not foreign law requires deviations. The foreign company is in liquidation, also this fact, as well as all processors shall be indicated.

Article 81 amendment of the management and the representation of its members (1) any change of the Board of directors or the powers of representation of a Board Member the Board of Directors for the registration in the commercial register has to login.
(2) the documents about the change in original or publicly certified copy the application shall be attached.
(3) the new Board members have to insure that no circumstances, your order facing no. 2 and 3, as well as sentence 3 according to article 76, paragraph 3, sentence 2, and that they have been taught their unlimited obligation to supply information to the Court in the application. Section 37, paragraph 2, sentence 2 shall apply.
(4) (dropped out) § 82 restrictions of relief and management authority (1) the authority of the Board cannot be restricted.
(2) in the ratio of Board members to the society, they are obliged to comply with the restrictions, which have taken the statutes, the Supervisory Board, the general meeting and the rules of procedure of the Executive Board and of the Supervisory Board of the management authority in the framework of the rules on the joint-stock company.

Section 83 preparation and execution of AGM resolutions (1) the Board of Directors is obliged at the request of the General Assembly to prepare measures which fall within the competence of the general meeting. The same goes for the preparation and conclusion of contracts that will take effect only with the consent of the general meeting. The decision of the general meeting requires the majorities that are required for the measures or for the approval of the Treaty.
(2) the Board shall execute the measures decided by the annual general meeting in the framework of their competence.

§ 84 appointment and dismissal of the Executive Board (1) Board members appointed the Supervisory Board not exceeding five years. A reappointment or extension of the term, each for a maximum of five years, is allowed. It needs a new supervisory Council decision no earlier than one year before the end of the previous term can be formalized. An extension of the term without a new supervisory Council decision can be provided only when ordering less than five years if thereby the entire term is not more than five years. This applies to the employment contract; However, he can see that he continue applies to the case of an extension of the term until their expiry.
(2) multiple persons to Board members are appointed, so the Supervisory Board may appoint a member to the Chairman of the Board of Directors.
(3) the Supervisory Board may revoke the appointment to the Management Board and the appointment as Chairman of the Board, if there is an important reason. One such reason is especially gross breach of duty, inability to the ordinary course business leadership or vote of no confidence by the general meeting, except that confidence apparently irrelevant reasons has been withdrawn. This also applies to the Board of directors appointed by the first Board of Directors. The revocation is effective until its ineffectiveness is legally established. The General rules apply to the claims arising from the employment contract.
(4) the provisions of the Act on the participation of employees in the supervisory boards and boards of Directors of the companies of the mining industry and the iron and steel industry in the Federal Law Gazette Part III, outline number 801-2, adjusted version - Montan - Mitbestimmungsgesetz - about the special majority requirements for a Supervisory Council decision on the appointment of a Director of work or the revocation of his appointment remain unaffected.

§ 85 appointment by the Court (1) is missing a required member of the Board, has to order the Court at the request of one of the parties in cases of urgency the Member. The appeal is admissible against the decision.
(2) the Office of court appointed Board Member expires in any case after the defect has been corrected.
(3) the court-appointed member of the Board entitled to reasonable cash reimbursements and on remuneration for his work. The court-appointed member of the Board and the company does not agree to the court sets the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.

(dropped out) § 87 principles for the remuneration of Executive Board members (1) which has supervisory board to ensure that they are in proportion to the tasks and services of Board Member, as well as on the situation of the company in determining the total remuneration of each Member of the Board of Directors (salary, profit sharing, expenses, insurance charges, commissions, incentive-oriented compensation commitments such as share subscription rights and benefits of any kind) and the usual remuneration without particular reasons exceed § 86. The compensation structure is to align with listed companies on a sustainable business development. Variable compensation components have therefore a multi-year base; for extraordinary developments, the Supervisory Board shall be agreed a possibility of limitation. Sentence 1 shall apply mutatis mutandis for pension, related article (2) survivors references and services deteriorated so, that the continuation of the remuneration referred to in paragraph 1 unreasonably would for the company, so the Supervisory Board to the situation of the company after the establishment or in the case of article 85, paragraph 3, the references to the appropriate level reduce the Court at the request of the Supervisory Board. Pension, survivor's covers and related services can be reduced only in the first three years after retiring from the company pursuant to sentence 1. In addition, the contract of employment is not affected by a reduction. However, the Board Member may terminate his employment contract for the end of the next calendar quarter with a notice period of six weeks.
(3) is opened insolvency proceedings over the assets of the company and the liquidator announces the contract of employment of a Board Member's may claim compensation for the damage caused him through the suspension of the service relationship, only for two years since the end of the service.

§ 88 non-compete (1) the directors may without the consent of the Supervisory Board, operate a commercial enterprise nor the business branch of the society for its own or a third party Bill to do business. You may also be not a member of the Board of directors or managing director or personally liable partner of another commercial company without consent. The consent of the Supervisory Board may be granted only for certain trade or trading companies or for certain types of transactions.
(2) If a Board member is contrary to this prohibition, the company may claim compensation. She may require instead of the Member's can be entered are the transactions for its own account as for account of the company and publishes the compensation-related transactions on behalf or assigns his right to remuneration.
(3) the claims of the society shall expire three months after the date in which the other members of the Management Board and the Supervisory Board from the action mandatory to the damages should become aware or without gross negligence. Regardless of this knowing or grossly negligent ignorance you lapse after five years from their creation at.

§ 89 loans to Board members (1) the company may their Board members provide credit only on the basis of a decision of the Supervisory Board. The decision can only for certain credit transactions or types of credit transactions and not for longer than three months are taken in advance. He has to fix the interest rate and repayment of the loan. The granting of credit is equivalent to allowing the use of a collection, which goes beyond the remuneration payable to the Member of the Board, including allowing the withdrawal of advances on salaries. This does not apply to loans that do not exceed a month's salary.
(2) the company may grant credit only with the consent of the supervisory board its new officers and officers authorized to do the entire business operation. A dominant company may credit to legal representatives, authorised representatives or officers authorized for the entire business operation of a dependent company only with the consent of their supervisory board, a dependent company may lend authorized officers of the ruling company only with the consent of the Supervisory Board of the ruling company legal representative, Manager or to the entire business operation. Paragraph 1 sentence 2 to 5 shall apply mutatis mutandis.
(3) paragraph 2 shall apply also for loans to the spouse, life partner or a minor child of a Board Member, other legal representative, an authorized signatory or of officers authorized to do the entire business operation. It also applies to loans to a third party acting on behalf of such persons, or for the account of a Board Member, other legal representative, an authorized signatory or of officers authorized to do the entire business operation.
(4) a Board Member, an authorized officer or an officer authorised to the entire business operation at the same time legal representative or member of the Supervisory Board of another legal person or shareholder a person trading company, is the company of the legal person or the person trading company may grant credit only with the consent of the Supervisory Board; Paragraph 1 sentence 2 and 3 apply mutatis mutandis. This does not apply when it is connected to the legal person or the person trading company with the company, or if the credit for payment of goods is granted, which gives the company of the legal person or the person trading company.
(5) is against the paragraphs 1 to 4 credit granted is the credit regardless of contrary agreements to return immediately if not the Supervisory Board subsequently approves.
(6) the company is a credit institution or financial services institution, that article 15 of the law on banking is to apply the provisions of the law on banking shall apply in place of paragraphs 1 to 5.

Article 90 is reports to the Supervisory Board (1) which has a Board of Directors to report the Supervisory Board on 1 the intended business policy and other fundamental issues of business planning (in particular, the financial, investment, and human resources planning), and to respond to deviations of actual development of previously reported targets, giving reasons;
2. the profitability of the company, in particular the profitability of equity;
3. the course of business, in particular the turnover, and the situation of the company;
4. transactions which might be the profitability or liquidity of society of major importance for.
Is the parent company (§ 290 par. 1, 2 of the commercial code), so has the report on subsidiaries and joint ventures to enter (§ 310 ABS. 1 of the commercial code). Also is to report the Chairman of the Supervisory Board from other important occasions; as important occasion is also a the Board of Directors become known business operation in an associated company to see which can be the situation of the company of considerable influence.
(2) the reports set are 1 No. 1 to 4 referred to in paragraph 1 to refund as follows: 1. the reports referred to in point 1 at least once a year, if no changes in the situation or new questions areas immediate news coverage;
2. the reports referred to in point 2 in the meeting of the Supervisory Board in the negotiations on the financial statements;
3. the reports referred to in point 3 regularly, at least quarterly;
4. the reports referred to in paragraph 4 as far as possible in time for that the Supervisory Board prior to conduct of the transactions has the opportunity to comment on them.
(3) the Supervisory Board may require from the Board on matters of society, about their legal and business relationships with affiliated companies and business transactions with these companies that may be on the situation of the company considerable influence at any time a report. Also an individual Member may request a report, but only to the Supervisory Board.
(4) the reports have to comply with the principles of conscientious and faithful account. Sentence 3 are possible in a timely manner and, with the exception of the report referred to in paragraph 1 to reimburse usually in text form.
(5) each Supervisory Board Member has the right to take note of the reports. As far as the reports in the form of text are been reimbursed, they are to submit also any member of the Board at the request, unless the Supervisory Board has resolved nothing. The Chairman of the Supervisory Board has referred to in paragraph 1 sentence 2 no later than at its next meeting to inform the Supervisory Board on the reports.

Section 91 organisation. The Board of Directors has accounting (1) to ensure that the necessary books appear.
(2) the Board shall take appropriate measures, to set up a monitoring system, early recognize developments hazardous the continued existence of the company.

§ 92 Board duties loss, over-indebtedness or insolvency (1) arises when setting up the annual balance sheet or a mid-term review or when duty moderate discretion to assume that a loss equal to half of the share capital is made up, so the Board has to convene the general meeting without delay and to show her this.
(2) after the insolvency of the company occurred or arose their indebtedness, the Board may make no payments. This does not apply for payments, which are compatible after that date with the diligence of a prudent and conscientious Managing Director. The same obligation, the Board of Directors for payments to shareholders as far as these had to lead to the insolvency of the company, unless this was not visible also in consideration of the care referred to in article 93, paragraph 1, sentence 1.

§ 93 due diligence and accountability of Board members (1) the Board members have to apply their management the care of a prudent and conscientious Managing Director. A breach of duty does not exist if the Board member with a business decision could reasonably assume to act on the basis of adequate information for the benefit of society. Confidential information and secrets of the society, namely operating and business secrets which have become known by their activity in the Board of Directors the Board members, they have to maintain strict confidentiality. The duty of the set of 3 does not apply compared to one according to § 342b of the commercial code recognized testing facility within the framework of one of this check.
(2) Board members, which violate their obligations, are required of society to the resulting damages as jointly and severally liable. Dispute is whether they have applied the diligence of a prudent and conscientious Managing Director, she meets the burden of proof. The company buys insurance to hedge a Board member against risks arising from its professional activity for the society, is a deductible of at least 10 per cent of the damage to at least to the amount of one and a Halffold the fixed annual remuneration of the Management Board to provide.
(3) the Board members are required specifically to replace if contrary to this Act 1 deposits to the shareholders granted back, 2. shareholders interest or dividends paid own shares of the company or any other company, acquired 3. drawn, when Lien be placed or moved, 4. shares before the full power of the amount of output to be issued, 5. company's assets will be distributed, 6 violates article 92 par. 2 payments , 7 remuneration of supervisory board members are granted, 8 credit is granted, 9 of the conditional capital increase outside of set purpose or before the full power of the equivalent reference shares are issued.
(4) the obligation does not occur the society, if the action is based on a legitimate decision of the annual general meeting. The fact that the Supervisory Board has approved the Act, obligation to pay damages is not excluded. The company may only three years after the emergence of the claim, and only then on claims without or compare them, if the General Meeting agrees to, and not a minority, whose Anteile together reach the tenth part of the share capital, rising opposition to the transcript. The time limit does not apply if the indemnifiable is insolvent and compares to stave off the bankruptcy with its creditors, or if the obligation to compensate in an insolvency scheme is regulated.
(5) the compensation of the company can be claimed by the creditors of the company, as far as they can gain no satisfaction from this. This applies however in other cases than those of paragraph 3 only if the directors have grossly violated the diligence of a prudent and conscientious Managing Director; Paragraph 2 sentence 2 shall apply mutatis mutandis. The creditors against repeals the obligation through a waiver or comparison of the society by the fact that the plot is based on a decision of the general meeting. Insolvency proceedings over the assets of the company is opened, the right of the creditor against the Board members performs during the duration of the liquidator or the custodian.
(6) the claims of these regulations in companies which are listed at the time of the breach of the duty, in ten years, when other companies in five years.
Footnote (+++ § 93 par. 6: to the application see section 24 AktGEG +++) § 94 Deputy Board members Governing Board members also apply to their deputies.
Second section Supervisory Board sec. 95 number of supervisory board members of the Supervisory Board consists of three members. The Statute may set a higher number. The number must be divisible by three. The maximum number of supervisory board members is up to 1 500 000 euro nine, by more than EUR 1 500 000 in fifteen, of more than 10 000 000 euro twenty-one companies with a share capital.
By the foregoing provisions be this different regulations of the German co-determination Act of 4 May 1976 (Federal Law Gazette I p. 1153), of the coal and steel co-determination Act and the act supplementing the law on the participation of employees in the supervisory boards and boards of Directors of the companies of the mining industry and the iron and steel industry in the Federal Law Gazette Part III, outline number 801-3, adjusted version - codetermination supplementary Act - remain unaffected.

§ 96 composition of the Supervisory Board (1) the Supervisory Board is together with companies, to which the German codetermination Act applies from supervisory board of shareholders and workers in companies to which applies the Montan - Mitbestimmungsgesetz, Supervisory Board of shareholders and workers, and other members, companies, for which the sections 5 to 13 of the codetermination supplementary Act apply, Supervisory Board of shareholders and employees, and another Member , companies, the one-third participation Act applies, from supervisory board of shareholders and of workers at companies for which the law on participation of workers in a cross-border merger by December 21, 2006 (BGBl. I S. 3332) applies from supervisory board of shareholders and the workers at the other companies only from supervisory board of shareholders.
(2) in the case of listed companies, to which applies the German co-determination Act, the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act, the Supervisory Board at least 30 per cent consists of women and at least 30 per cent of men. The minimum percentage is to meet by the Supervisory Board as a whole. Contrary to the side of the shareholder or employee representatives on the basis of a decision by a majority before the election of the overall performance compared to the Chairman of the Board the minimum percentage for this choice by the side of the shareholders and the side is of workers to meet separately. It is mathematically up or rounded to full numbers in all cases. The higher proportion of women in a page is reduced in overall performance later and it now contradicts the overall compliance, so the cast on the other side is not cancelled this. An election of the members of the Supervisory Board by the annual general meeting and a posting of the Supervisory Board in contravention of the minimum share bid is null and void. An election invalid for other reasons is explained, so in the meantime carried out elections does not violate as far as the minimum share bid. On the election of supervisory board members of the employee co-determination laws referred to in sentence 1 shall apply.
(3) in the case of listed companies, which have emerged from a cross-border merger and where according to the law regarding the participation of workers in a cross-border merger is the supervisory or administrative organ of same number of shareholder and employee representatives, women and men each with a share of at least 30 percent must be represented in the supervisory or administrative organ. Paragraph 2 sentence 2, 4, 6 and 7 shall apply mutatis mutandis.
(4) after other than the most recently applied legal provisions the Supervisory Board can only be set together, if according to section 97 or section 98 you to apply specified statutory provisions are in the notice of the Executive Board or of the judicial decision.

Article 97 notice of the composition of the Supervisory Board (1) is the Board of Directors of considers that the Supervisory Board is not composed by the statutory provisions governing to him, so he has this immediately in the society and at the same time by posting them in all operations of the company and its group companies to disclose. There are the authoritative opinion of the Board regulations to specify in the notice. It is pointed out that the Supervisory Board is made up according to these regulations, if not eligible call the Court according to article 98, paragraph 1 pursuant to section 98 subsection 2 within one month after publication in the Federal Gazette.
(2) the competent court called according to article 98, paragraph 1 within one month after publication in the Federal Gazette, the new supervisory board is according to the legal regulations specified in the notice of the Executive Board to put together. The provisions of the Statute regarding the composition of the Supervisory Board, the number of supervisory board members as well as the election, dismissal and posting of the Supervisory Board occur this period at the end of the first annual general meeting is convened after the appeal deadline, no later than six months after the end as far as override, as they contradict the statutory provisions to be applied now. The Office of the current members of the Supervisory Board expires with at the same time. A general meeting, which will take place within a period of six months, may decide new statute provisions in place of any override Charter with a simple majority.
(3) as long as legal proceedings according to paragraphs 98, 99 is pending an announcement about the composition of the Supervisory Board is not possible.

Article 98 judicial decision on the composition of the Supervisory Board (1) according to the legal regulations, the Supervisory Board to put together is dispute or uncertain, so decides to request only the District Court in whose area the company is headquartered.
(2) grant the Board of Directors, 2 are 1 each Member of the Board, 3. each shareholder, 4. the Central Works Council of the company or, if in the company only a Works Council the Works Council, 5 the total or company representative Committee of the society or, if in the company is only a representative Committee, the representative Committee, 6 the General Works Council of another company, whose workers according to the statutory provisions, applying them is disputed or uncertain , itself or through delegates participate in the election of supervisory board members of the society or, if in the other company only a Works Council the Works Council, 7 the total or company representative Committee of another company, whose workers themselves or through delegates participate in the election of the Supervisory Board of the company according to the statutory provisions, applying them is disputed or uncertain, or, if the other company is only a representative Committee , the representative Committee, 8 at least one-tenth or one hundred workers, themselves or through delegates taking part in the election of the Supervisory Board of the company according to the statutory provisions, applying them is disputed or uncertain, 9 German of trade unions, according to the statutory provisions, applying them is disputed or uncertain, would have a right of initiative, 10 unions, which according to the statutory provisions, applying them is disputed or uncertain , had a right of proposal.
The application of the German co-determination Act, or the application of provisions of the co-determination Act is disputed or uncertain, so workers or the eligible officers within the meaning of the German co-determination Act are eligible except pursuant to sentence in section 3 para 1 No. 1 of the German co-determination Act designated the 1 eligible also per one-tenth of the voters.
(3) paragraphs 1 and 2 shall apply mutatis mutandis if it is disputed whether the auditor relevant turnover ratio correctly determined that § 3 and § 16 of the codetermination supplementary Act.
(4) the composition of the Supervisory Board is not of the judicial decision, the new supervisory board is according to the legal provisions specified in the decision to put together. Article 97, paragraph 2 shall apply mutatis mutandis with the proviso that the period of six months starts with the entry of force of the law.

§ 99 procedure (1) the procedure is to apply the procedures in family matters and in matters of voluntary jurisdiction Act, unless otherwise provided in paragraphs 2 to 5.
(2) the District Court has to advertise the application in the company leaves. The Board and each Member of the Board and you are eligible works councils, committees of spokesman for, acting and unions pursuant to article 98, paragraph 2 to hear.
(3) the District Court decides by a reasoned decision. The appeal is against the decision of the District Court. She can only be based on a violation of the law; Article 72, paragraph 1, sentence 2 and section 74, paragraph 2 and 3 of the law on the procedure in family matters and in matters of voluntary jurisdiction, as well as § 547 of the code of civil procedure shall apply mutatis mutandis. The complaint may be lodged only by filing a notice of appeal signed by a lawyer. The State Government may delegate the decision on the appeal for the districts of several courts of appeal one of the courts of appeal or the Supreme regional court by regulation, if this serves to ensure a unified case law. The provincial government can confer the empowerment on the land administration of Justice.
(4) the Court has his decision to place the applicant and the company. It has to make them known also without reasons in the company leaves. The complaint is entitled to anyone pursuant to article 98, paragraph 2. The appeal period begins with the publication of the decision in the Federal Gazette, to the applicant and the company but not before the notification of the decision.
(5) the decision is only effective with the force of law. It acts for and against all. The Board of Directors has to submit the final decision without delay to the commercial register.
(6) the costs may be imposed wholly or in part the applicant if this is equitable. Costs the parties are non-refundable.

Section 100 personal requirements for supervisory board members (1) member of the Supervisory Board may be only a natural person unlimited legal capacity. A supervised, whole or in part is subject to subject to consent (section 1903 of BGB (Bürgerliches Gesetzbuch) (civil law) in the care of his financial matters, cannot be a member of the Supervisory Board.
(2) members of the Supervisory Board not be who can 1 already in ten companies, which by law a to form Supervisory Board have, is member of the Board, 2. is legal representative of a society dependent company is 3. legal representative of another capital company, whose Board of Directors is a Board member of the society, or 4 in the last two years was a member of the Board same listed company, except , his choice is made on the proposal by shareholders, who hold more than 25 percent of the voting rights in the company.
On the maximum sentence up to five supervisory board seats not to be, a legal representative (in the case of the sole proprietor of the owner) of the ruling company of a company belonging to the Group companies, which have by law to form a Board of Directors, holds are 1 No. 1. On the maximum number to set Supervisory Council offices is 1 No. 1 within the meaning of point 1 twice, for which the Member was elected as Chairman.
(3) the other personal requirements of the Supervisory Board of workers, as well as the other members are determined by the German co-determination Act, the Montan - Mitbestimmungsgesetz, the codetermination supplementary Act, the one-third participation Act and the Act on the participation of employees in a cross-border merger.
(4) the Statute may request personal requirements for supervisory board members, which are elected or sent on the basis of the articles of Association to the Supervisory Board by the general meeting without ties to election proposals.
(5) in the case of companies in the sense of § 264d of the commercial code at least one independent member of the Supervisory Board must have expertise in the fields of accounting or auditing.

§ 101 order of the Supervisory Board (1) the members of the Supervisory Board are elected by the general meeting, not to send them to the Supervisory Board or to elect as members of Supervisory Board of workers after the German co-determination Act, the codetermination supplementary Act, the one-third participation Act or the Act on the participation of employees in a cross-border merger are. The annual general meeting in accordance with articles 6 and 8 of the coal and steel co-determination Act is bound to election proposals.
(2) a right to send members to the Supervisory Board, can be justified only by the Statute and only for certain shareholders or for the respective holders of certain shares. The posting right can be given only holders of certain shares, if the shares on name and transferring them to the approval of the society is bound. The shares of the posting are not considered to be a specific kind. The posting rights can be given a maximum total for one-third of the number of supervisory board members of shareholders arising from the law or the articles of Association.
(3) representative of the Supervisory Board will not be orderable. However a substitute member can be ordered for each Member of the Board with the exception of further Member who selects the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act on a proposal from the remaining members of the Supervisory Board, is the Member of the Supervisory Board, if the Member of the Board before the end of his term. The substitute member may be ordered only at the same time with the Supervisory Board. On his order and the nullity and rescission of its order are to apply rules applicable to the Supervisory Board.

§ 102 term of the Supervisory Board (1) Supervisory Board members may not for a long time when be ordered until the end of the annual general meeting deciding on the discharge for the fourth financial year after the start of the term. The fiscal year in which the term begins, is not included.
(2) the duties of the substitute member expires no later than at the end of the tenure of the fallen away supervisory board member.

§ 103 dismissal of supervisory board members (1) Supervisory Board members who are elected by the general meeting without being tied to a proposal can be dismissed by her before the end of the term. The decision requires a majority consisting of at least three-fourths of the votes cast. The Statute may determine a different majority and other requirements.
(2) a member of the Board, which is appointed on the basis of the Statute in the Supervisory Board, can be dismissed at any time by the posting entitled and replaced by another. Have lapsed the conditions of posting law specified in the articles of Association, the annual general meeting may call off the posted member with a simple majority.
(3) the Court has to dismiss a member of the Board at the request of the Supervisory Board, if an important reason exists in the person. The Supervisory Board decides on the application procedure by a simple majority. The Supervisory Board on the basis of the Statute in the Supervisory Board is have been sent also shareholders, whose Anteile together reach the tenth of the share capital or the proportionate amount of one million euro, may submit the application. The appeal is admissible against the decision.
(4) the German co-determination Act, the Montan - Mitbestimmungsgesetz, the codetermination supplementary Act, the one-third participation Act, the SE participation Act and the Act on the participation of employees in a cross-border merger apply except paragraph 3 for the dismissal of supervisory board members, who are elected by the general meeting without binding to an election proposal nor are appointed on the basis of the Statute in the Supervisory Board.
(5) the rules on the dismissal of supervisory board member, for which it is ordered for the removal of a replacement member.

§ 104 appointment by the Court (1) belongs to the supervisory board the necessary number of members not to quorum, so it has the Court at the request of the Executive Board, a supervisory board member or a shareholder on this number to add. The Board of Directors is obligated to immediately submit the application, except that the timely addition before the next Supervisory Board meeting is expected. The Central Works Council of the company has also the request to insist the Supervisory Board of supervisory workers so you can make 1 or, if in the company only a Works Council the Works Council, and, if the company is dominant companies within a group, the group works Council, 2. the total or company representative Committee of the society or, if in the company is only a representative Committee, the representative Committee as well as , if the company is dominant companies within a group, the group representative Committee, 3.
the Central Works Council of another company, whose workers themselves or through delegates take part in the election, or, if the other company only a Works Council the Works Council, 4 the total or company representative Committee of another company, whose workers themselves or through delegates take part in the election, or if the other company only a representative Committee, the representative Committee, 5. at least one-tenth or hundreds of workers , which itself or by delegates in the election participate, to propose 6 leading the trade unions, who have the right to propose members of Supervisory Board of workers, 7 unions, who have the right, members of Supervisory Board of workers.
The Supervisory Board has the co-determination law from supervisory board of workers to insist, so workers or the eligible officers within the meaning of the German co-determination Act are eligible except pursuant to sentence in section 3 para 1 No. 1 of the German co-determination Act designated the 3 eligible also per one-tenth of the voters. The appeal is admissible against the decision.
(2) the Supervisory Board for more than three months fewer members than the number set by law or statute belong to, has him to the Court at the request of this number. In urgent cases, the Court at the request to amend the supervisory board even before the deadline. The right to apply is determined according to paragraph 1. The appeal is admissible against the decision.
(3) paragraph 2 is that there is an urgent case 1 that the Court can not complement the Supervisory Board with regard to the other Member who is selected according to the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act on a proposal from the remaining members of the Supervisory Board, a Board of Directors, in which workers have a co-determination right after the German co-determination Act, the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act to apply subject to the proviso, 2. , if the Supervisory Board, apart from the Member referred to in paragraph 1, not all members belong to, from which he has to insist by law or statute.
(4) the Supervisory Board of supervisory of workers has to exist, the Court has to complement that ratio applicable to his composition is made him so. If the Supervisory Board to produce its quorum, this applies only if the necessary quorum number of supervisory board members makes possible the preservation of this relationship. A member of the Board is to replace that must meet special requirements by law or statute in personal ways, the Supervisory Board appointed by the Court must meet these requirements. Is a supervisory board member to replace, at its option a umbrella organization of trade unions, a trade union or the works councils have a proposal right, so the Court should take into account proposals of these bodies, as far as not overwhelming interests of society or the public oppose the order of the proposed; the same applies if the Supervisory Board by delegates would be for joint proposals of the works councils of the companies in which delegates are to choose.
(5) the completion by the Court is in listed companies, the German co-determination Act, the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act applies, to perform in accordance with of article 96 paragraph 2 sentence 1 to 5.
(6) the Office of the court appointed supervisory board member expires in any case after the defect has been corrected.
(7) the court-appointed member of the Board is entitled to reasonable cash reimbursements and, if a compensation is granted the Supervisory Board of the company, on compensation for his work. At the request of the Supervisory Board Member, the Court shall determine the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.

§ 105 incompatibility of membership to the Board of Directors and the Supervisory Board (1) a supervisory board member may not at the same time Board Member, all the time his Deputy Directors, authorized officer or authorised officer of the company's entire business operations.
(2) only for an in advance limited period, a maximum of one year, the Supervisory Board may appoint one of its members to deputies by Board members missing or prevented. A reappointment or extension of the term is permissible, if thereby the term as a whole does not exceed one year. During her tenure as Deputy Board members, supervisory board members can exert no activity as a member of the Board. The non-compete obligation of section 88 does not apply to them.

Section 106 Notice of the changes on the Supervisory Board by the Board any change in the persons of the Supervisory Board immediately a list of members of the Supervisory Board, from which name, first name, exercised occupation and place of residence of the members is evident, the commercial register to submit. the Court has a note on it to make that list to the commercial register has been filed pursuant to § 10 of the commercial code.

Section 107 inner order of the Supervisory Board (1) the Supervisory Board shall subject to the articles of Association from among its members to choose a Chairman and at least one Deputy. To login to the commercial register who is elected by the Board. Deputy has the rights and duties of the Chairman only if the latter is indisposed.
(2) of the meetings of the Supervisory Board, a transcript is to customize, the President has to sign. In the transcript, the place and the day of the meeting, the participants are to specify the items on the agenda, the essential content of the negotiations and the decisions of the Supervisory Board. A violation of set 1 or set 2 makes a decision not ineffective. A copy of the session transcript is every Member of the Supervisory Board upon request to hand over.
(3) the Supervisory Board may order one or more committees from among its members, namely, to monitor its negotiations and decisions to prepare or the implementation of its resolutions. It can be ordered in particular an Audit Committee, which is concerned with the monitoring of the financial reporting process, the effectiveness of the internal control system, risk management system and the internal audit system and the statutory audit, in particular the independence of the auditor and the services rendered by the Auditors in addition. The tasks referred to in paragraph 1 sentence 1, § 59, para. 3, § 77 para 2 sentence 1, section 84, paragraph 1, sentence 1 and 3, para 2 and paragraph 3 sentence 1, § 87 par. 1 and par. 2 sentences 1 and 2, article 111, para. 3, §§ 171, 314 para. 2 and 3, as well as decisions that certain types of transactions only with the consent of the Supervisory Board must be carried out , can be referred to a Committee not in place of the Supervisory Board for decision. The Supervisory Council is to report regularly on the work of the committees.
(4) the Supervisory Board of a company in the sense of § 264d of the commercial code, shall set up an Audit Committee in the sense of paragraph 3 sentence 2, at least one Member must meet the requirements of § 100 5.

Section 108 decision of the Supervisory Board (1) the Supervisory Board decides by vote.
(2) the quorum of the Supervisory Board, as far as it is not regulated, can be determined by the Statute. Is neither legally nor regulated by the articles of Association, the Supervisory Board is only quorate if at least half of the members from which to insist he according to law or the articles of association as a whole, takes part in the decision-making process. In any case, at least three members must participate in the decision-making process. The quorum does not preclude that fewer members than the number set by law or statute belong to the Supervisory Board, even if ratio applicable to its composition is not preserved.
(3) absent Supervisory Board members can participate in the decision-making process of the Supervisory Board and its committees thus allowing hand written votes. The written voting may be presented by other members. You can be passed also by persons who are not the Supervisory Board, if they are entitled according to § 109 paragraph 3 to participate in the session.
(4) written, by telephone or other similar forms of the decision-making process of the Supervisory Board and its committees are only subject to a closer control by the statute or rules of procedure of the Supervisory Board, if no member objects to this procedure.

§ 109 participation in meetings of the Supervisory Board and its committees (1) the meetings of the Supervisory Board and its committees to persons who belong to the Supervisory Board or the Board of Directors, not take part. Expert and respondents can be contracted to advise on individual items.
(2) Supervisory Board members, not belonging to the Committee, may participate in Committee meetings when the Chairman of the Supervisory Board States otherwise.
(3) the Statute may admit that persons who do not belong to the Supervisory Board, can participate in the meetings of the Supervisory Board and its committees instead of non-attending members, if they have authority delegated in writing.
(4) different statutory provisions shall remain unaffected.

Section 110 convocation of the Supervisory Board (1) each Member of the Board or the Board of Directors may, stating the purpose and the reasons require that the Chairman of the Supervisory Board shall immediately convene the Supervisory Board. The meeting must be held within two weeks of being convened.
(2) is not complied with the request, as the Supervisory Board or the Board of Directors under notification of the facts of the case and an indication of an agenda himself may convene the Supervisory Board.
(3) the Supervisory Board must hold two meetings in the calendar half-year. The Supervisory Board may decide in non-listed companies that hold one in the calendar half-year.

Section 111 tasks and rights of the Supervisory Board (1) the Supervisory Board is to supervise the Board of Directors.
(2) the Supervisory Board may see the books and writings of the society as well as the assets, namely the company cash and holdings of securities and goods, and check. He can instruct individual members or for specific tasks, special expert thus. He granted the auditor the audit for the year and the consolidated financial statements in accordance with § 290 of the commercial code.
(3) the Supervisory Board shall convene a general meeting when it called for the benefit of society. A simple majority is sufficient for the decision.
(4) measures of the management board the Supervisory Board may not be transferred. The articles of association or the Supervisory Board has to determine that certain types of transactions only with his consent must be carried out. The Supervisory Board refused his consent, so the Board may require that the general meeting approving decides. The decision by the annual general meeting agrees to, requires a majority consisting of at least three-fourths of the votes cast. The Statute may determine a different majority, nor other requirements.
(5) the Supervisory Board of companies that are publicly traded or are subject to co-determination, sets for the proportion of women in the Supervisory Board and the Board targets. The percentage of women is setting the target sizes below 30 percent, the targets may no longer have below the achieved percentage. At the same time, deadlines for achieving the targets are set. The deadlines may be each no longer than five years. As far as already a quota applies to the Supervisory Board pursuant to article 96, paragraph 2, the specification only for the Board of Directors are to carry out.
(6) the Supervisory Board members can perform their tasks by others.

§ 112 representation of company Board members Board members to the supervisory board represents the company and out of court. Section 78, paragraph 2, sentence 2 shall apply accordingly.

§ 113 remuneration of supervisory board members (1) the Supervisory Board may for their activity are granted a remuneration. It can be set in the statutes or approved by the annual general meeting. She should be in proportion to the tasks of the Supervisory Board and to the situation of the company. Is the compensation in the articles of Association, the annual general meeting may decide an amendment to the Constitution, by which the compensation will be reduced, with a simple majority.
(2) only the general meeting may grant a remuneration the members of the first Supervisory Board for their activities. The decision can only be taken at the general meeting which decides on the discharge of the members of the first Supervisory Board.
(3) a percentage of the annual profit of the company is granted to the members of the Supervisory Board calculated is the proportion reduced to retained earnings, amounting to at least four per cent of deposits paid on the minimum issue price of the shares. Conflicting determinations are null and void.

§ 114 contracts with supervisory board members (1) required a Board member outside of his work on the Supervisory Board through a service contract through which an employment relationship is not substantiated, or a contract for work compared to the society to a higher type, activity that depends on the effectiveness of the Treaty by the approval of the supervisory board off.
(2) the society on the basis of such a contract grants the Supervisory Board remuneration, without that the Supervisory Board has agreed to the terms, so the Supervisory Board has to return the remuneration, except that the Supervisory Board approves the contract. A claim of supervisory board member against the company on publication of the enrichment obtained through the paid activity shall remain unaffected; the claim can not be up however against the rear guarantee claim.

§ 115 lending to Supervisory Board (1) the company may grant their supervisory board members credit only with the consent of the Supervisory Board. A dominant company may loans to supervisory board members of a dependent company only with the consent of its supervisory board, a dependent company may grant loans to members of the ruling company only with the consent of the Supervisory Board of the dominant company. Consent can only for certain credit transactions or types of credit transactions and not for more than three months in advance to be granted. The decision about the consent has to regulate the interest and repayment of the loan. The Supervisory Board operates a trading business as a sole proprietor, the consent is not required if the credit for payment of goods is granted, which gives the company its trading business.
(2) paragraph 1 shall apply also for loans to the spouse, life partner or a minor child of a supervisory board member and for loans to a third party acting on behalf of such persons, or for the account of a supervisory board member.
(3) is a member of the Board of at the same time legal representative of another legal person or partner a person trading company, so the company may grant credit only with the consent of the Supervisory Board of the legal person or the person trading company; Paragraph 1 sentence 3 and 4 apply mutatis mutandis. This does not apply when it is connected to the legal person or the person trading company with the company, or if the credit for payment of goods is granted, which gives the company of the legal person or the person trading company.
(4) is against the paragraphs 1 to 3 credit granted is the credit regardless of contrary agreements to return immediately if not the Supervisory Board subsequently approves.
(5) the society is a credit institution or financial services institution, that article 15 of the law on banking is to apply the provisions of the law on banking shall apply in place of paragraphs 1 to 4.

Section 116 duty of care and responsibility of supervisory board members for the duty of care and responsibility of the members of the Supervisory Board is considered article 93, with the exception of paragraph 2 sentence 3 of the duty of care and responsibility of the Board members receive. The members of the Supervisory Board are specifically sworn to secrecy about received confidential reports and confidential consultations. They are committed specifically to replace if they set an inappropriate compensation (article 87 paragraph 1).
Third section use of influence on the society of § 117 for damages (1) who intentionally using his influence on a member of the management board or the Supervisory Board, a Manager or an action nominee determined to act to the detriment of the company or its shareholders is the company for replacement of her from this resulting damage committed. He is also the shareholders to replace the them this committed resulting damage, insofar as, apart from a damage that is inflicted on them by damaging the company, are damaged.
(2) in addition to him, the members of the Management Board and the Supervisory Board shall be liable severally, if they have acted in breach of its obligations. Dispute is whether they have applied the diligence of a prudent and conscientious Managing Director, she meets the burden of proof. The obligation of the members of the Management Board and the Supervisory Board does not occur the society and also to the shareholders, if the action is based on a legitimate decision of the annual general meeting. The fact that the Supervisory Board has approved the Act, obligation to pay damages is not excluded.
(3) in addition to him also severally liable, who has gained an advantage through the harmful act, unless he intentionally caused the interference.
(4) for the abolition of the obligation to society, article 93, paragraph 4, sentence 3 and 4 shall apply mutatis mutandis.
(5) the compensation of the company can be claimed by the creditors of the company, as far as they can gain no satisfaction from this. The creditors against repeals the obligation through a waiver or comparison of the society by the fact that the plot is based on a decision of the general meeting. Insolvency proceedings over the assets of the company is opened, the right of creditors exerted during the duration of the liquidator or the custodian.
(6) the claims under these regulations shall expire in five years.
(7) these rules do not apply if the Member of the management board or the Supervisory Board, the Manager or the officers by exercising 1 line power on the basis of a control agreement or 2nd line power of a major companies (section 319), in which the company is incorporated, has been designed to the damaging action.
Fourth section AGM of first subsection rights the general meeting § 118 General (1) pursuing shareholders their rights in the Affairs of the company in the annual general meeting from unless the law States otherwise. The statutes can provide for or authorize the Board to provide that shareholders can participate in the general meeting without presence in their place and without a representative and exercise all or individual wholly or partly in the way electronic communication right to their.
(2) the articles of association may provide for or empower the Board to provide that shareholders also in writing or by way of electronic communication may cast their votes, without participating in the meeting (absentee ballot).
(3) the members of the Management Board and the Supervisory Board should attend the annual general meeting. The Statute may provide for certain cases in which the participation of members of the Supervisory Board in the way of image and sound transmission may be.
(4) the statute or the rules of procedure in accordance with article 129, paragraph 1 may provide for or authorize the Board of directors or the Chairman to be provided, to allow the picture and sound transmission of the general meeting.

Article 119 the general meeting approves rights of the general meeting (1) in the law and in the articles of Association, appointment of members of the Supervisory Board, as far as not to send them the Supervisory Board or to elect as members of Supervisory Board of workers after the German co-determination Act, the codetermination supplementary Act, the one-third participation Act or the Act on the participation of employees in a cross-border merger are specifically certain cases, namely 1;
2. appropriation of profits;
3. the discharge of the members of the Management Board and the Supervisory Board;
4. appointment of the Auditors;
5. amendments to the statutes;
6. measures of capital and capital reduction;
7. the appointment of Auditors to test operations at the Foundation or of the Executive Board;
8. the dissolution of the company.
(2) concerning the management the annual general meeting can only decide if the Board demands it.

§ 120 relief; Opinion on the remuneration system (1) the General Meeting decides every year in the first eight months of the fiscal year on the discharge of the members of the Executive Board and on the discharge of the members of the Supervisory Board. On the discharge of an individual Member is separately to vote if the General Meeting decides or a minority demands, whose Anteile together reach the tenth of the share capital or the proportionate amount of one million euro.
(2) through the strain relief, the general meeting approves the management of the company by the members of the Management Board and the Supervisory Board. The discharge contains a waiver of claims.
(3) the negotiation of the relief should be linked to the negotiations on the appropriation of profits.
(4) the shareholders of the listed company may decide on the approval of the system for the remuneration of Executive Board members. The decision justifies neither rights nor obligations; in particular he does not affect the obligations of the Supervisory Board according to section 87. The decision is appealable not according to § 243.
Second subsection convening the general meeting § 121 General (1) is the annual general meeting in the cases determined by law or the articles of Association and then to convene, if it called for the benefit of society.
(2) the general meeting is convened by the Board of Directors, it decides by a simple majority. Persons who are registered in the commercial register as a Board Member, is considered to be authorised. Others, based on law or statute right to convene the annual general meeting, remains unaffected.
(3) the notice must the company, the headquarters of the company as well as time and place of the annual general meeting. In addition, the agenda is to specify. At listed companies, the Board or, if the Supervisory Board convenes the general meeting, the Supervisory Board in the invitation also to specify: 1. the prerequisites for participation in the general meeting and the exercise of voting rights, as well as, where appropriate, the record date according to article 123, paragraph 3, sentence 3 and its significance;
2. the procedure for a voting) by a representative having regard to the forms, which can be use for issuing a proxy statement, and on the manner, as a proof of the appointment of a representative can be sent electronically society and b) by absentee ballot or by way of electronic communication in accordance with § 118 paragraph 1 sentence 2, unless the Statute provides for an appropriate exercise of voting rights;
3. the rights of shareholders according to § 122 para 2, article 126, paragraph 1, the §§ 127, 131 § 1; the information can limit on the time limits for the exercise of rights if the rest is advised on any further explanations on the company's website in the convening.
4. the company's website, about which information can be accessed according to section 124a.
(4) the notice shall make known to the company leaves. The shareholders of the company are known by name to the shareholders by registered mail may be convened, if the statute determines otherwise; Date of publication shall be considered to be the date of dispatch. The articles 125 to 127 shall apply mutatis mutandis.
(4a) for listed companies, which not only registered shares issued and set 2 and 3 send the convening the shareholders immediately after paragraph 4, the convocation no later than at the time of the notice is to submit to such media for publication at which it can be assumed that they disseminate the information throughout the European Union.
(5) if the articles of Association States otherwise, the shareholders at the registered office of the company shall take place. The shares of the company on a German stock exchange for trading on the regulated market are approved, so the general meeting at the seat of the Exchange can take place when the Constitution states otherwise.
(6) if all shareholders are present or represented, the annual general meeting may adopt decisions without compliance with the provisions of this subsection, insofar as no shareholder is contrary to the decision.
(7) in the case of time limits and dates that returns are calculated by the Assembly, the day of the general meeting is not counting. A laying of a Sunday, a Saturday or a holiday on a time preceding or following working day not be considered. Sections 187 to 193 of the Civil Code shall apply accordingly. Unlisted companies, the Statute may determine a different calculation of the period.

§ 122 convening upon the request of a minority (1) the AGM is convened if shareholders whose Anteile together reach the twentieth part of the share capital, in writing, specifying the purpose and the reasons request the convocation; the request is to be directed to the Board of Directors. The statute can weave the right to request the convening of the annual general meeting, to a different form and to the possession of a lower proportion of the share capital. Section 142, paragraph 2, sentence 2 shall apply accordingly.
(2) in the same way, shareholders whose Anteile together reach the twentieth part of the share capital or the proportionate amount of 500 000 euro, may request that items be put on the agenda and made known. A justification or a draft must accompany each new item. Desire within the meaning of sentence 1 must be received at least 24 days, with listed companies at least 30 days before the meeting of the company; the date of receipt is not counting.
(3) is not complied with the request, so the Court, may authorize the shareholders who made the request to convene the annual general meeting or to disclose the subject. At the same time, the Court may designate the Chairman of the meeting. The authorization must be stated in the notice or notice. The appeal is admissible against the decision.
(4) the company shall bear the cost of the annual general meeting and, in the case of paragraph 3 the court costs, if the Court has granted the request.

§ 123 period, registration for the AGM, proof (1) is the general meeting convened at least thirty days before the day of the meeting. The day of the draft is not counting.
(2) the articles of association can participate in the general meeting or the exercise of the voting rights of make subject that the shareholders register prior to the meeting. The application must be received at least six days before the meeting of the society at the address notified in the invitation for this. The articles of association or in the draft on the basis of an authorization by the Statute period to be in days is shorter, can be provided. The date of receipt is not counting. The minimum time limit of paragraph 1 extended itself to the days of the registration period of the bearer shares set 2 (3) can the Statute determine how permission to attend the meeting or to the exercise of voting rights to prove; Paragraph 2 sentence 5 applies accordingly in this case. For listed companies, a special proof of ownership by the depositary institution in text form is sufficient. The proof has to refer to the beginning of the 21st day before the meeting at listed companies and must be received at least six days before the meeting of the society at the address notified in the invitation for this. The articles of association or in the draft on the basis of an authorization by the Statute period to be in days is shorter, can be provided. The date of receipt is not counting. In relation to the company applies for participation in the general meeting or the exercise of voting rights as a shareholder, who has demonstrated.

§ 124 notice of supplementary request. Proposals for decision (1) the minority according to § 122 para 2 has requested that items be put on the agenda, so they are already with the call-up or otherwise immediately after receipt of the desire to make known. Section 121, subsection 4 shall apply mutatis mutandis; also applies to listed companies § 121 according to paragraph 4a. Notice and supply have to be done in the same way as in the convocation.
(2) the election of supervisory board members is on the agenda, is to specify in the contract notice, according to which legislation is composed of the Supervisory Board, and whether the meeting on election proposals is bound. The notice must also contain in an election of the supervisory board listed companies to which applies the German co-determination Act, the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act: 1 indicating whether the overall performance according to article 96, paragraph 2, sentence 3 was opposed, and 2 must be indicating how many of the seats on the Supervisory Board at least each of men and women occupied, to meet the minimum share bid according to article 96, paragraph 2, sentence 1.
Is to decide the annual general meeting via an amendment to the Constitution or a treaty which becomes effective only with the consent of the general meeting, and the wording of the proposed amendment to the Constitution or the essential content of the contract to disclose is so.
(3) for each item of the agenda, the annual general meeting is to decide on the Management Board and the Supervisory Board, the election of supervisory board members and Auditors have only the Supervisory Board, to make proposals in the notice to the decision-making. The proposal of the Supervisory Board for the selection of the Auditor on the recommendation of the Audit Committee is to support companies in the sense of § 264d of the commercial code. Sentence 1 shall not apply if the annual general meeting for the election of the Supervisory Board pursuant to § 6 of the coal and steel co-determination Act of election proposals is bound, or if the subject matter of the decision-making is set to request a minority on the agenda. The proposal for the election of supervisory board members or Auditors has names to indicate exercised occupation and place of residence. The Supervisory Board also from supervisory board of workers has to be so require resolutions of the Supervisory Board on proposals for the election of the Supervisory Board of only a majority of votes of the members of Supervisory Board of shareholders; section 8 of the coal and steel co-determination Act remain unaffected.
(4) on items on the agenda that are not properly made known, no resolutions may be passed. The decision on the request for convening a general meeting on applications provided on items of the agenda, and to negotiations without decision-making in the Assembly requires no notice.

section 124a publications on the website of the company at listed companies must immediately after the convening of the annual general meeting of the company's website be accessible: 1 the content of the call-up;
2. an explanation of when an object of the order of the day no decision to;
3. you the Assembly accessible to advertising records;
4. the total number of shares and voting rights at the time of the call-up, including separate information on the total number for each class of shares;
5. If necessary, the forms to use for voting by proxy or voting via absentee ballot, are provided these forms do not directly transmitted to shareholders.
A desire gone after Convocation at the company by shareholders within the meaning of § 122 para 2 is to make accessible immediately after its arrival at the company in the same way.

§ 125 messages for the shareholders and supervisory board members (1) the Board of Directors has at least 21 days before the meeting to inform the credit institutions and the associations of shareholders have exercised voting rights for shareholders at the last annual general meeting or which requires the communication, the convening of the annual general meeting. The date of notification is not counting. The agenda according to § 122 para 2 to change the modified agenda is in listed companies to inform. The communication should exercise of voting rights by proxy on the possibilities, by an Association of shareholders, noted. At listed companies information include a proposal for the election of supervisory board members to their membership in other statutory supervisory boards; Information should be added to their membership in comparable domestic and foreign supervisory bodies of commercial enterprises.
(2) to make the shareholders who request it or are registered at the beginning of the 14th day prior to the meeting as a shareholder in the share register of the company by the Board the same message. The statutes may restrict the transmission on the way of electronic communication.
(3) each Supervisory Board Member may request that the Board sent him the same messages.
(4) the decisions taken at the annual general meeting to inform are each Member of the Board and any shareholder on request.
(5) financial services institutions and which make according to § 53 para 1 sentence 1 or § 53 para 1 sentence 1 or paragraph 7 of the law on banking companies are assimilated to the credit institutions.

§ 126 requests of shareholders (1) are requests from shareholders including the name of the shareholder, the grounds and a possible opinion of the Administration to make accessible in § 125 ABS. 1 to 3 mentioned legitimate under the local conditions, if the shareholder at least 14 days before the meeting of the society order grounds certain a counter-motion against a proposal by Board of management and Supervisory Board for one of the notified address has sent in the invitation for this. The date of receipt is not counting. Making accessible on the company's website shall be at listed companies. Article 125, paragraph 3 shall apply mutatis mutandis.
(2) a counter proposal and its justification need not accessible to be made 1 unless the Board by making available would make punishable by law, 2nd if the counter would lead to a law or statute adverse decision of the annual general meeting, 3rd if reasoning of the essential points obviously false or misleading information, or if it contains insults, 4. If a Countermotion of shareholder based on same facts already has been made accessible to the company according to § 125 to a general meeting , 5. If the same Countermotion of shareholders with substantially the same grounds in the last five years has been made available to the company according to § 125 to at least two annual general meetings and at the annual general meeting less than a twentieth of the share capital represented for him voted, 6 If the shareholder to realize is that at the annual general meeting will not participate and will be is not represented , or 7 if the shareholder has not made a counter proposal communicated by him in the last two years in two annual general meetings or did not make.
The rationale needs to be made, if it is more than 5 000 characters not accessible.
(3) several shareholders make counterproposals to same subject matter of the decision-making, the Board can summarize the counterproposals and their justifications.

Section 127 election proposals of shareholders
Section 126 shall apply mutatis mutandis for the proposal of a shareholder to the election of the Supervisory Board or by auditors. The election proposal does not need to be justified. The Board of Directors needs even then not available to make the proposal if the proposal includes not the information according to section 124 para 3 sentence 3 and article 125 par. 1 sentence 5. The Board's proposal of a shareholder to the election of supervisory board members of listed companies, the German co-determination Act, the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act applies, to provide with the following contents: 1 reference to the requirements of article 96 paragraph 2, 2. indicate whether the overall performance according to article 96, paragraph 2, sentence 3 was rejected and 3 indicating how many of the seats on the Supervisory Board at least each occupied by women and men must be , to meet the minimum share bid according to article 96, paragraph 2, sentence 1.

Shareholders or shareholder associations can ask other shareholders section 127a shareholder Forum (1) in the shareholder Forum of the Federal Gazette, together or in representation to make an application or a request under this Act or to exercise the voting rights at a general meeting.
(2) the request shall contain the following information: 1. the name and an address of the shareholder or the shareholder association, 2. the company, 3. the request, the request or suggestion on the exercise of the voting rights to an agenda item, 4. the date of affected meeting.
(3) the request may indicate a rationale on the Internet page of challenging up and its electronic address.
(4) the company may indicate in the Federal Gazette on an opinion on the request on its Internet site.
(5) the Federal Ministry of Justice is authorized to regulate the exterior design of the shareholder Forum and refer in particular to the prompt, the note, the applicable fees, cancellation periods, deletion claim, abuse cases, and inspection by a regulation.

§ 128 transmission of messages (1) a credit institution at the beginning of the 21st day before the meeting for shareholders has bearer shares of the company in custody or for registered shares, which do not belong to him, it is entered in the share register, so it has to transmit the communications to the shareholders after article 125, paragraph 1. The articles of association may restrict the delivery on the way of electronic communication; in this case the credit institution for other reasons not be more committed.
(2) the obligation of the credit institution to the compensation for damage arising from the breach of paragraph 1 can in advance neither be excluded nor limited.
(3) the Federal Ministry of Justice shall be empowered to impose by Decree in agreement with the Federal Ministry of Economics and technology and the Federal Ministry of finance, that the society credit institutions expenses for 1 the communication of the information referred to in article 67, paragraph 4 and 2. duplication of messages and has to replace their sending to the shareholders. Amounts can be set. Decree not the consent of the Federal Council.
(4) article 125, paragraph 5 shall apply mutatis mutandis.
Third subsection trial transcript. Right to information § 129 rules of procedure, directory of participants (1) the annual general meeting can mingle with a majority comprising at least three-quarters of the share capital represented at the vote, its rules of procedure, including rules for the preparation and implementation of the annual general meeting. At the annual general meeting, a list of published or represented shareholders and the representatives of shareholders stating their name and place of residence as well as par value shares of the amount is to establish the shares of number of each represented shares specifying their genus.
(2) powers to exercise the voting rights granted to a credit institution or a person referred to in article 135, paragraph 8 and the agents exercised the right to vote in the name of the it's, the amount shall in principal amount of shares, shares for inclusion in the directory separately to specify the number and the species of the shares for which powers are granted him. The names of the shareholders who have given powers need not be specified.
(3) a person who is authorised by a shareholder to exercise the voting rights for shares in his own name, which does not belong to him, shall pay the amount at par value shares, shares in the directory separately to specify the number and the genus of those shares to the recording. This applies also to registered shares, the authorized in the share register its shareholder is registered as.
(4) the directory is to make available to all participants before the first vote. Each shareholder is requested to grant access to the list of participants up to two years after the AGM.
(5) article 125, paragraph 5 shall apply accordingly.

§ 130 transcript (1) each decision of the general meeting is to notarize a notarially recorded about the hearing transcript. The same applies to § 137 belligerence a minority according to § 120 paragraph 1 sentence 2. Unlisted companies enough minutes to be signed by the Chairman of the Supervisory Board insofar as no decisions, for which the law stipulates a three quarter or larger majority.
(2) in the transcript are the place and the day of the trial, to specify the name of the notary and the nature and the outcome of the vote and the determination of the Chairman of the decision-making. For listed companies, establishing about voting for each resolution also 1 includes the number of shares for which valid votes were cast, 2. the proportion of the share capital represented by the votes, 3. the number of votes given for a decision, against and, if necessary, the number of abstentions.
By way of derogation from sentence 2 the Chairperson can establishing about voting for each resolution limited that the required majority has been reached if no shareholder demands a comprehensive assessment in accordance with sentence 2.
(3) the receipts for the convocation of the meeting are to accompany the transcript as an attachment if they are not listed, specifying its content in the transcript.
(4) the minutes shall be signed by the notary. The approval of witnesses is not necessary.
(5) immediately after the meeting of the Board of Directors has a publicly certified, to submit a copy signed by the Chairman of the Supervisory Board of the transcript and their equipment to the commercial register in the case of paragraph 1 sentence 3.
(6) listed companies must publish seven days after the general meeting referred to in paragraph 2 sentence 2 on its Internet site established voting results including the information.

Article 131 each shareholder is right of the shareholder (1) to provide information on matters of the company, insofar as it is necessary to the proper assessment of the subject matter of the agenda at the annual meeting of the Board of Directors. Information disclosure also extends to legal and business relations of the company to an associated company. A company of the facilitation makes use of of the commercial code, § 266, paragraph 1, sentence 2, § 276, or section 288 so each shareholder may request that in the General Assembly on the financial statements the annual financial statements in the form submitted to it, he would have without the application of such rules. The accountability of the Executive Board of a parent (article 290, paragraph 1, 2 of the commercial code) in the AGM, which will be presented to the consolidated financial statements and the group management report, also extends to the location of the Group and of the companies included in the consolidated financial statements.
(2) the information must comply with the principles of conscientious and faithful account. The statute or the rules of procedure in accordance with article 129 may authorize the Chairperson of the appropriate time to restrict the right of the shareholder, and determine more details.
(3) the Board may refuse the information 1 as far as the supply of the information is suitable according to sound business judgment, to inflict a considerable disadvantage to the company or an associated company;
2. in so far as it relates to tax valuations or the height of individual taxes;
3. about the difference between the value of the items in the annual balance sheet are set and a higher value of these items, except that the general meeting determines the annual accounts;
4. about the accounting and valuation methods, as far as providing these methods in the appendix is sufficient to give a true and fair picture of the assets, financial and earnings situation of the company within the meaning of section 264 paragraph 2 of the commercial code; This does not apply if the annual general meeting the annual financial statements;
5. as far as the Board by providing the information would make punishable by law
6. as far as a credit institution or financial services institution information on applied accounting and valuation methods and made allocations in the annual financial statements, management report, consolidated or group management report not made need to be;
7. as far as the information on the website of the company at least seven days prior to and at the annual general meeting is universally accessible.
The information must not be refused for other reasons.
(4) is a source of information outside the annual general meeting have been given a shareholder due to his capacity as a shareholder, it is to give each other shareholder on request, at the general meeting, even if it is not necessary to the proper assessment of the subject matter of the order of the day. The Board of Directors may not to the information paragraph 3 sentence 1 No. 1 to 4 refuse. Sentences 1 and 2 shall not apply if a subsidiary (§ 290 par. 1, 2 of the commercial code), a joint venture (§ 310 ABS. 1 of the commercial code) or an associated company (§ 311 ABS. 1 of the commercial code) the information a parent company (§ 290 par. 1, 2 of the commercial code) will be granted for the purpose of the inclusion of the company in the consolidated financial statements of the parent company and the information needed for this purpose.
(5) a report denied a shareholder, he may request that his question and the reason from which the information has been denied, be recorded in the minutes of the proceedings.

§ 132 court decision on the right to information (1) if the Board has to give the information decides to request only the District Court in whose area the company is headquartered.
(2) grant is any shareholder, the required information has not been given, and when on the subject of the agenda, the information was referring to the decision has been, each shareholder in the annual general meeting, has declared opposition to the transcript at the general meeting. The application must be within two weeks after the annual general meeting, in which the information has been rejected.
(3) § 99 para 1, 3 set 1, 2 and 4 to 6 and paragraph 5 sentence 1 and 3 shall apply mutatis mutandis. The complaint takes place only when the District Court explained the decision to be admissible. Section 70, paragraph 2, of the law on the procedure in family matters and in matters of voluntary jurisdiction shall apply accordingly.
(4) if granted the request, the information outside the annual general meeting is to give. From the decision, enforcement takes place according to the rules of civil procedure.
(5) the Court dealing with the procedure determines in its reasonable discretion, the costs of the proceedings to impose are which involved.
Fourth subsection § 133 voting principle of simple majority vote (1) resolutions of the general meeting shall require the majority of the votes cast (simple majority) insofar as no law or the statutes determine a larger majority or other requirements.
(2) for elections, the Statute may make other provisions.

Section 134 voting rights (1) the right to vote is exercised according to shares nennbetraegen shares according to their number. In the event that several shares belong to a shareholder, the Statute may limit with a non-listed company voting rights by setting a maximum amount or gradations. The statute can also determine that to the shares that belong to the shareholder, shares account belonging to someone else on his behalf. In the event that the shareholder is a company, she can also determine that count to the shares, which he owns, shares, the one of him dependent or controlling him or a company associated with group or on behalf of such companies include a third party. The restrictions can be ordered for individual shareholders. The restrictions aside remain when calculating a capital majority required by law or statute.
(2) the voting begins with the full power of the deposit. The value of a hidden contribution in kind does not match the value referred to in article 36a, paragraph 2, sentence 3, so this does not preclude the commencement of the voting rights; This does not apply if the value difference is obvious. The Statute may determine that the voting starts, if the statutory or higher statutory minimum deposit is done on the stock. In this case, the performance grants one vote; the minimum deposit the votes depends on the amount of paid deposits on higher deposits. The Statute does not determine that the right to vote before the full performance of the deposit begins, and the liner is completely done yet on any stock so the votes depends on the amount of paid deposits; thereby, the performance of minimum investment grants one vote. Fractions of votes will only be considered in these cases unless they are full votes for the shareholder. The Statute may make provisions under this paragraph or for individual classes of shares not for individual shareholders.
(3) the right to vote may be exercised by proxy. The shareholder authorizes more than one person, so the company can reject one or more of these. Granting the power of Attorney, their withdrawal, and proof of authorization to the company shall require the text form when in the statute or in the draft on the basis of an authorization by the Statute otherwise and not a relief is determined at listed companies. The publicly traded company has at least a way of electronic communication for the transmission of evidence to offer. Named proxies are authorized by the company, the proxy statement of the company is to hold three years verifiable; Article 135, paragraph 5 shall apply mutatis mutandis.
(4) the form of the exercise of voting rights depends on the articles of Association.

§ 135 voting by credit institutions and businesslike trading (1) a credit institution may be that voting rights for shares which do not belong to him and whose owner it is not registered in the share register, only exercise if it is authorized. The power of attorney may be granted only a specific institution and should be noted of this verifiable. The proxy statement must be complete and must contain only with the exercise of the voting rights related declarations. The shareholder gives no explicit instructions, a general power of Attorney of proposals abweichender only the permission of the credit institution to the exercise of voting rights 1 according to own voting proposals (paragraphs 2 and 3) or 2 according to the proposals of the Board of directors or of the Supervisory Board or, in the case of each other may provide for the proposals of the Supervisory Board (paragraph 4). The credit Institute offers the exercise of voting rights pursuant to sentence 4 No. 1 or no. 2, so it has to offer, at the same time to send the documents required for the exercise of voting rights in reasonable and until revocation of a shareholders ' Association or a representative of any other choice of the shareholder. The Bank has shareholders annually and clearly highlighted to indicate the possibilities of anytime cancellation of power of Attorney and change of agent. The issuance of instructions to the individual agenda items, the granting and revocation of a general power of Attorney pursuant to sentence 4 and a job are pursuant to sentence 5 including its amendment to facilitate the shareholders through a form or screen form.
(2) a credit institution, that the right to vote on the basis of a power of Attorney after paragraph 1 sentence 4 No. 1 wants to exert, to make available in a timely manner their own proposals on the exercise of the voting rights the shareholder to the individual items of the agenda. These proposals, the credit institution of the interest of the shareholder has to be guided and organisational arrangements for it to meet that vested interests in other business areas not incorporated; It has to appoint a member of the Executive Board which has to monitor compliance with these obligations, as well as the proper exercise of the voting rights and their documentation. Together with his proposals, the credit institution that has to point out that it will vote according to the own proposals, if the shareholder in time differently. A member of the Board or an employee of a credit institution belongs to the Supervisory Board of the company or a member of the Board or an employee of the company the Supervisory Board of the credit institution, the credit institution then has to point out. The same applies if the credit institution has a stake in the company, which is reportable according to § 21 of the German Securities Trading Act, or belonged to a consortium that has taken over the last five years time issuance of securities of the company.
(3) the shareholder gave no instructions for the exercise of voting rights the credit institution, so the credit institution in the case of paragraph 1 has set 4 No. 1 to exercise the voting rights according to its own proposals, except that it may take the circumstances that the shareholder in the PIC would approve the different exercise of voting rights. The credit institution in the exercise of voting rights by an instruction of the shareholder or, if the shareholder has given any instruction, deviated from his own proposal, it has to inform the shareholders and to specify the reasons. In the own AGM authorised credit institution may exercise only the voting rights on the basis of the authority, as far as shareholder has granted an explicit instruction to the individual items of the agenda. The same applies to the Assembly of a society on which it is directly or indirectly involved in with more than 20 percent of the share capital.
(4) a credit institution, in the AGM voting rights on the basis of a power of Attorney for paragraph 1 sentence 4 No. 2 wants to exert, to make accessible the proposals of the Executive Board and the Supervisory Board shareholders, unless this is otherwise made. Paragraph 2, sentence 3 and paragraph 3 sentence 1 to 3 shall apply mutatis mutandis.
(5) if the power of Attorney allows it, may the credit institution under empower individuals who are not its employees. If it otherwise determines the power of Attorney, the credit institution exerts the right to vote in the name of the it's. The postal voting at the company is approved, so the authorised credit institution may use your. The presentation of a proof of eligibility pursuant to article 123 para 3; is sufficient to prove of his vote to the company at listed companies Moreover, the requirement laid down in the Statute on the exercise of the voting rights are.
(6) a credit institution may exercise the right to vote for registered shares, which do not belong to him, as their owner's but is entered in the share register, only on the basis of an authorization. The authorization shall apply according to paragraphs 1 to 5.
(7) the effectiveness of voting is by a breach of paragraph 1 sentence 2 to 7, that does not affect the provisions of paragraphs 2 to 6.
(8) paragraphs 1 to 7 shall apply mutatis mutandis for shareholder associations and for persons who are businesslike offer to shareholders to exercise their voting rights at the general meeting; This does not apply if one who wants to exercise the right to vote, legal representative, spouse or life partner of the shareholder or with him up to the fourth degree related to or related by marriage.
(9) the obligations of the credit institution to the compensation for damage arising from violation of paragraphs 1 to 6 may in advance neither be excluded nor limited.
(10) article 125, paragraph 5 shall apply mutatis mutandis.

Section 136 exclusion of voting rights (1) no one can for themselves or for a voting rights exercise other if it decision, whether it is to relieve or to get rid of an obligation or whether the company against him is to make a claim. For shares which the shareholder cannot exercise the right to vote pursuant to sentence 1, the right to vote may be exercised also by another.
(2) a contract by which a shareholder committed under the authority of the company, of the Board or of the Supervisory Board of the company or under the authority of a dependent company to exert the right to vote, is null and void. As well, a contract is null and void, by which a shareholder obliged to vote for the respective proposals of the Board of directors or of the Supervisory Board of the company.

§ 137 vote about election proposals of shareholders a shareholder has made a proposal for the election of the Supervisory Board according to section 127 and he applied for the choice of the one proposed by him at the general meeting, is to decide if it requires a minority of shareholders, whose Anteile together reach the tenth part of the share capital represented on his application prior to the proposal of the Supervisory Board.
Fifth subsection special decision § 138 separate meeting. Separate vote in this Act or prescribed by the articles of Association decisions of certain shareholders are either in a special meeting of the shareholders, or in a separate vote, unless the law States otherwise. The provisions on the annual general meeting shall apply for the convening of the separate meeting and participating in her, and for the right of access, for the decisions the provisions of General Assembly resolutions mutatis mutandis. Request shareholders who can take part in the vote on the special decision, the convening of a special meeting or the notice of a matter to a separate vote, it is sufficient if their shares, with voting on the special resolution can take part, together reach the tenth part of the shares, which when voting on the special resolution the voting rights may be exercised.
Sixth subsection preference shares without voting rights section 139 being (1) for shares that are equipped with a payable to preference in the distribution of the profit, can be excluded if the right to vote (preferred shares without voting rights).
(2) non-voting preferred shares may be issued only up to half of the share capital.
Footnote (+++ § 139 paragraph 2: for the application see section 109 subsection 3 sentence 3 KAGB +++) § 140 grant rights of preference (1) preferred shares without voting rights except the right to vote the rights to each shareholder of the stock.
(2) is the preferred amount not or not fully paid for a year and paid the residue after next year not in addition to the full advantage of this year, so the preference shareholders have the right to vote until the arrears are paid to. In this case, the preferred shares also when calculating a capital majority required by law or the articles of Association are taken into account.
(3) unless the Charter states otherwise, arises from the fact that the preferential amount or not completely is paid in a year, yet no claim on the lagging priority amount due to subsequent decisions on the distribution of the profits.

§ 141 abolition or restriction of virtue (1) a decision by the preference is repealed or limited, requires for its effectiveness the consent of holders of preferred shares.
(2) a decision on the issuance of preferred stock in the distribution of the profits or assets of the company go to the preference shares without voting rights or are of the same, also the consent of preferred shareholders. Consent not required, if the output with grant virtue or, if the right to vote was later excluded, expressly was been reserved at the exclusion and the rights of the holders of the preferred shares is not excluded.
(3) on the approval, the preferred shareholders in a separate meeting have to adopt a special decision. It requires a majority consisting of at least three-fourths of the votes cast. The Statute may determine a different majority, nor other requirements. In the decision on the issuance of preferred stock in the distribution of the profits or assets of the company go to the preference shares without voting rights or are of the same, the rights of preferred shareholders on the purchase of such shares wholly or partly excluded, so article 186 paragraph 3 to 5 applies for the special decision.
(4) preference is lifted, the shares grant the right to vote.
Seventh subsection special audit. Assertion of claims section 142 ordering the special Auditor (1) for testing operations of founding or Managing Director, especially in measures of capital and capital reduction, the main assembly with a simple majority can order Tester (special examiner). In decision-making can a member of the management board or the Supervisory Board, neither for himself nor for a vote other, if the examination stretching operations, related to the discharge of a member of the management board or supervisory board or the introduction of a legal dispute between the company and a member of the management board or the Supervisory Board. For a member of the management board or the Supervisory Board, which with cannot agree pursuant to sentence 2, the right to vote may be exercised also by another.
(2) the annual general meeting rejects a request for appointment of special inspectors for testing a process in the formation or one of not more than five years past operation of the management, as has the Court at the request of shareholders, whose Anteile reach the hundredth part of the share capital or a proportionate amount of EUR 100 000, to order special Auditors when facts are available for application together , that justify the suspicion that chicanery or gross violations of the law or the articles of Association; occurred during the process This applies also for not more than ten years previous operations, unless the society at the time of the operation was listed. The applicants will have to prove that they are holders of the shares for at least three months before the date of the meeting and that they hold the shares until the decision on the application. Article 149 shall apply accordingly for an agreement to avoid such a special audit.
(3) paragraphs 1 and 2 do not apply to operations which may be subject to a special audit according to § 258.
(4) has ordered the AGM special examiner, so the Court at the request of shareholders, whose Anteile for application together reach the hundredth part of the share capital or a proportionate amount of EUR 100 000, to order a different Special Inspector, when offered this reason from one in the person of the ordered special auditor, has in particular, if the appointed Special auditing firm has not the knowledge required for the object of the special audit , its bias is to obtain or there are concerns because of its reliability. The application must be within two weeks since the date of the meeting.
(5) the Court has also the Supervisory Board except the parties involved and in the case of paragraph 4 by the General Assembly ordered the special Auditors to hear. The appeal is admissible against the decision. The District Court, in whose district, the company has its headquarters decides whether the request referred to in paragraphs 2 and 4.
(6) the special auditor appointed by the Court have entitlement to reasonable cash reimbursements and remuneration for their work. The Court shall determine the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.
(7) the company issued securities within the meaning of § 2 para 1 sentence 1 of the German Securities Trading Act, which are approved on a domestic stock exchange for trading on the regulated market, so the Board has set 1 in the case of paragraph 1 and, in the case of paragraph 2 sentence 1 to inform the Court of the Federal Agency for financial services supervision the appointment of the special auditor and the audit report; In addition, the Court has communicated a request for appointment of a special auditor.
(8) on the legal proceedings according to paragraphs 2 to 6, the provisions of the law on the procedure in family matters and in matters of voluntary jurisdiction are to apply, unless otherwise provided in this Act.

§ 143 selection of special Auditors (1) as to special investigator, if the object of the special audit requests no other skills, be only ordered 1 persons, adequately foreshadowed that in the accounting records and information are;
2. audit firms by their legal representatives, at least one in the accounting is sufficiently prefigured and learn.
(2) Special Inspector must not be, who according to § 319 ABS. 2, 3, paragraph 319a para 1, § 319 b of the commercial code may be not statutory auditor or during the time of the operation to be tested has occurred would have may be. An audit firm must be not special investigator, if they according to § 319 ABS. 2, 4, § 319a section 1, § 319 b of the commercial code may be not statutory auditor or during the time of the operation to be tested has occurred, may have been.
(3) (lapsed) section 144 responsibility of Special Inspector § 323 of the commercial code concerning the liability of the statutory auditor shall apply mutatis mutandis.

§ 145 rights of special Auditors. Audit report (1) which has to allow the special examiners Board, the books and writings of the society and the assets, to examine specifically the company cash and holdings of securities and goods.
(2) the Special Inspector may require all clarifications and evidence of the members of the Management Board and the Supervisory Board, which necessitates the careful scrutiny of the operations.
(3) the special Auditors have the rights specified in paragraph 2 to a group company, as well as due to a dependent or ruling parties.
(4) at the request of the Board, the Court has to allow that certain facts not be included in the report, if this just overwhelming concerns of society and they are not essential to the presentation of chicanery or gross violations according to § 142 paragraph 2.
(5) the District Court in whose district the company has its seat shall decide on the request in accordance with paragraph 4. § 142 paragraph 5 sentence 2, para 8 shall apply mutatis mutandis.
(6) the special Auditors have on the outcome of the examination in writing to report. Even facts, their becoming known is to inflict a considerable disadvantage to the company or an associated company, must be recorded in the audit report, if their knowledge to the assessment of the operation to be tested by the annual general meeting is required. The special examiner must sign the report and inform the Board and be submitted to the commercial register of the seat of the company. Upon request, the Board shall give each shareholder a copy of the audit report. The Board of Directors has to submit the report to the Supervisory Board and to make known at the convening of the next annual general meeting as the subject of the order of the day.

§ 146 ordered the special examiner court costs, the company shall bear the court costs and the costs of the inspection. The applicant obtained the order by intentionally or grossly negligently inaccurate presentation, the applicant of company has to reimburse the costs.

§ 147 assertion of claims (1) the claims of the society from its Foundation against which the §§ 46 to 48, 53, committed people or from the management against the members of the Management Board and the Supervisory Board or of § 117 must be claimed, if it decides the annual general meeting by a simple majority vote. The replacement should be claimed within six months since the day of the annual general meeting.
(2) to the compensation claim, the annual general meeting can order special representatives. The Court (§ 14) has other at the request of shareholders, whose Anteile together reach the tenth of the share capital or the proportionate amount of one million euro, representing the company to claim the replacement than after the sections 78, order 112, or persons appointed pursuant to sentence 1 to represent the company if this is appropriate for a proper assertion. The Court grants the request, the company will bear the legal costs. The appeal is admissible against the decision. The court appointed representative can demand from the company reasonable cash reimbursements and remuneration for their work. The Court shall determine the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.
(3) (lapsed) (4) (lapsed) § 148 claims approval procedures (1) shareholders, whose Anteile reach the 100th part of the share capital or a proportionate amount of 100 000 euro, at the time of the application is submitted together may request approval to make in section 147 subsection 1 sentence 1 referred to spare the company claims in its own name. The Court allows the complaint, if 1 the shareholders demonstrate that they have acquired the shares prior to the time in which they or their predecessors of the alleged duty violations or alleged damage due to a publication had to become aware in case of universal succession, 2. the shareholders demonstrate that they have prompted the company setting a reasonable period of time in vain , even claim to raise, 3. facts exist that justify the suspicion that through dishonesty or gross violation of the law or the articles of Association of the company suffered any loss, and 4 of the replacement claim conflict with no overwhelming reasons the well-being of society.
(2) the District Court in whose district the society is established by decision decides on the request for claim approval. A Chamber of Commerce is formed at the District Court that decides instead of the civil section. The provincial government can spread the decision one of the courts of the country by decree for the districts of several district courts, if this serves to ensure a unified case law. The provincial government can confer the empowerment on the land administration of Justice. Submitting the inhibits the limitation of the contested claim to the final rejection of the application or until the deadline for bringing. Before the decision, the Court must be given the opportunity to comment on the defendant. The immediate appeal is against the decision. The appeal is excluded. The company is in the approval procedure and the proceedings to charge for.
(3) the company is entitled to assert itself Court their claims; a pending licensing or litigation by shareholders about this claim is inadmissible with proceedings by the company. The company is entitled to their choice to take over a pending litigation over their claims in the location where the procedure at the time of the acquisition is. The previous applicant or applicants are in charge in cases of sentences 1 and 2.
(4) the Court upheld the request, can the action just three months after joining the legal force of the decision and if shareholders again in vain, urged the society under setting a reasonable period of time to sue itself, be raised before the Court pursuant to paragraph 2. It is set against the persons referred to in section 147, paragraph 1, sentence 1, and on performance in the company. A minor intervention by shareholders is no longer possible after approval of the action. Several lawsuits are to connect to the concurrent negotiation and decision.
(5) the judgment acts, even if it is dismissal, for and against the company and the remaining shareholders. The same applies for a comparison to be known according to § 149; for and against the company acts only after application approval.
(6) the applicant has the costs of the regulatory process to ensure, as far as his request will be rejected. The dismissal is based on conflicting reasons of the well-being of society, which would have can tell the company before submitting, but not communicated has, so she has to reimburse the costs of the applicant. The rest is to decide on the expenses borne in the final judgment. Takes the company itself to court or to take over a pending litigation by shareholders, so she's wearing any to costs incurred at the time of their action or acquisition of the procedure of the applicant and may withdraw the action only under the conditions of section 93 subsection 4 sentence 3 and 4 with the exception of the lock-up period. Is the complaint is rejected wholly or in part, the company has to reimburse the plaintiffs, if not the applicants have obtained the approval by intentionally or grossly negligently inaccurate presentation of these charges. Acting together as applicant or as armed comrades shareholders will receive refund, only the cost of a representative as far as not another Authorisee to the prosecution was essential.

Notices to the action for damages (1) after final approval of the action in accordance with § 148 § 149 are the application for authorisation and the closure of the proceedings by the listed company immediately in the society leaves to make known.
(2) the notice of the closure of the proceedings has their way to contain all related to her agreements, including agreements in full text, as well as the names of the parties involved. Any benefits of the company and its related services are third parties separately to describe and highlight. The full publication is efficacy requirement for all performance obligations. The efficacy of procedure landmark proceedings remains unaffected. Achievements made despite ineffectiveness can be recovered.
(3) the foregoing provisions shall apply to agreements, which are closed to avoid a process.
Part five accounting profit using the first section annual financial statements and management report § 150 legal reserve. (1) capital reserves in the balance sheet of the sections 242, 264 of the commercial code of to be financial statements is to make a legal reserve.
(2) in this, the twentieth part of the profit reduced to a loss carried forward from the previous year is to set up the statutory reserve and capital reserves reach Nos. 1 to 3 of the commercial code together the tenth or the higher part of the share capital specified in the articles of association according to § 272 section 2.
(3) exceed the statutory reserve and capital reserves pursuant to section 272 paragraph 2 No. 1-3 of the commercial code together not the tenth or the higher part of the share capital, determined in the articles of association so may they only used are 1 to compensate for a loss, as far as it is covered not by a profit carried forward from the previous year and can not be compensated by resolution other retained earnings;
2. to compensate for a loss of lecture from the previous year, as far as he is covered by a net profit and can not be compensated by resolution other retained earnings.
(4) exceed the statutory reserve and capital reserves pursuant to section 272 paragraph 2 No. 1-3 of the commercial code together so the excess amount may are used the tenth or the higher part of the share capital, determined in the Statute 1 to compensate for a loss, as far as is not covered by a profit carried forward from the previous year.
2. to compensate for a loss of lecture from the previous year, as far as is not covered by a surplus of the year;
3. to the capital increase from company funds, according to §§ 207-220.
The use is not permitted, according to paragraphs 1 and 2 if at the same time, retained earnings be resolved to the distribution of profits.
Footnote (+++ § 150: application cf. § 140 para 2 KAGB +++) § 150a (dropped out) footnote (+++ section 150a: application cf. § 140 para 2 KAGB +++) § 151 (dropped out) footnote (+++ § 151: application cf. § 140 para 2 KAGB +++) § 152 regulations to the balance sheet (1) is the share capital to identify in the balance sheet as subscribed capital. Thereby, the of the share capital amount attributable to each class of shares is separately. Conditional capital is to be noted with the principal amount. There are multiple voting shares, the number of total votes of the multiple voting shares and that the remaining shares in the subscribed capital are so noted.
(2) the item "Capital reserves" are in the balance sheet or in the notes separately to specify 1 the amount which ceased during the year;
2. the amount that is taken for the year.
(3) to the individual items of retained earnings on the balance sheet or in the notes separately to specify 1 are the amounts which hired to the annual general meeting from the profit of the previous year;
2. the amounts provided from the net profit of the financial year;
3. the amounts collected for the year.
(4) paragraphs 1 to 3 shall not apply on joint-stock companies, the Kleinstkapitalgesellschaften within the meaning of section 267a of the commercial code, if they make use of the relief according to § 266 (1) sentence 4 of the commercial code.
Footnote (+++ § 152: application cf. § 140 para 2 KAGB +++) sections 153 to 157 (dropped out) footnote (+++ sections 153 to 157: application cf. § 140 para 2 KAGB +++) § 158 provisions to the profit and loss account (1) the profit and loss account is to complement the item "net income / net loss" in continuation of the numbering to the following items: 1 retained earnings/loss carried forward from the previous year 2. withdrawals from capital reserve 3. withdrawals from retained earnings a) from the legal reserve b) from the reserve for shares in a ruling or majority parties c) from statutory reserves d) from other retained earnings 4. settings in a retained earnings) to the legal reserve b) reserves for shares of a dominant or majority parties company c) in statutory reserves d) to other revenue reserves 5. retained earnings/deficit.
The information can be provided pursuant to sentence 1 in the annex.
(2) from the income of a domination or partial profit transfer agreement is a contract to claim compensation for outside shareholders to depose; This exceeds the income, the excess amount under the cost of loss absorption to expel. Other amounts may not be used.
(3) paragraphs 1 and 2 are not applicable to public limited liability companies, the Kleinstkapitalgesellschaften within the meaning of section 267a of the commercial code, if they make use of the relief according to § 275, paragraph 5 of the commercial code.
Footnote (+++ § 158: to the application see § 140 para 2 KAGB +++) section 159 - § 160 rules to the Appendix (1) in each Annex are also figures to about 1 the inventory and access to shares, a shareholder account of the company or a dependent or a company in which the company holds a majority or a dependent or related company majority-owned companies as founder or artist or in the exercise of a granted a conditional capital increase conversion or subscription rights acquired; are such shares in the fiscal year have been recovered, is also on the recovery under indication of the proceeds and the use of the proceeds to report;
2. the stock of own shares in the company, which has purchased you a dependent or related company majority-owned company or another on behalf of the company or of a dependent or an enterprise in which the company holds a majority or taken as a pledge; While the number of shares and the attributable to them amount of the share capital as well as their proportion of the share capital, for shares acquired also the date of acquisition and the reasons for acquiring shall be indicated. Are such shares during the year acquired or sold been, is also about the purchase or sale, specifying the number of shares, the amount of attributable to them of the share capital, to report the proportion of the share capital and of the purchase or sale price, as well as on the use of the proceeds;
3. the number and nominal value shares the nominal value of the shares of each category provided these details not resulting from the balance sheet. are stocks that received a conditional increase of capital or an authorized capital in the business year to specify separately;
4. the authorized capital;
5. the number of subscription rights pursuant to § 192 paragraph 2 No. 3, the convertible bonds and similar securities, stating the rights which securitize them.
6 enjoy rights, rights from improvement licenses and similar rights, specifying the type and number of respective rights and the rights of newly created in the fiscal year;
7. the existence of a reciprocal participation, stating the company;
8. the existence of a participation, which were notified according to article 20, paragraph 1 or paragraph 4 of this law or according to article 21, paragraph 1 or paragraph 1a of the German Securities Trading Act; This is according to § 20 paragraph 6 of this Act or the contents of the message to indicate published according to § 26 ABS. 1 of the German Securities Trading Act.
(2) the coverage has to be avoided, as it is necessary for the welfare of the Federal Republic of Germany or one of its members in this respect.
(3) paragraph 1 shall not apply to joint-stock companies, the Kleinstkapitalgesellschaften within the meaning of section 267a of the commercial code, if they make use of the relief pursuant to section 264 paragraph 1 set 5 of the commercial code.

Section 161 Declaration on the corporate governance code (1) Board of Directors and Supervisory Board of the listed company tell annually, that the by the Federal Ministry of Justice in the official section of the Federal Gazette known recommendations "Government Commission on the German corporate governance code" have been complied with and is or which recommendations have not been applied or are and why not. The same applies to Management Board and Supervisory Board of a company that has issued only other securities than shares to trading on an organised market within the meaning of § 2 5 of the securities trading act and whose issued shares on its own initiative on a multilateral trading system in the sense of § 2 para 3 sentence 1 No. 8 of the German Securities Trading Act are traded.
(2) the notice is to make permanently publicly available on the company's website.
Footnote (+++ section 161: application cf. § 140 para 2 KAGB +++) first subsection examination by auditor second section audit of the financial statements sections 162 to 169 - second subsection examination by the Supervisory Board sec. 170 submission to the Supervisory Board (1) the Management Board shall immediately after its establishment to present the annual accounts and the management report the Supervisory Board. Sentence 1 shall apply accordingly to a single degree after section 325 para 2a of the commercial code and company (§ 290 par. 1, 2 of the commercial code) for the consolidated financial statements and the group management report.
(2) at the same time, the Board of Directors has to submit the proposal to the Supervisory Board, he wants to make the annual general meeting for the appropriation of profits. The proposal-is, if he requires no different outline, be structured as follows: 1. distribution to shareholders...
2. adjustment in earnings.
3. retained earnings...
4. balance sheet profit...
(3) each Supervisory Board Member has the right to take note of the templates and audit reports. The templates and audit reports are also each Member of the Board or, as far as the Supervisory Board decided this has to transmit to the members of a Committee.

§ 171 examination by the Supervisory Board (1) the Supervisory Board shall examine the annual accounts, the management report and the proposal for the appropriation of profits at parent company (§ 290 par. 1, 2 of the commercial code) also the consolidated financial statements and the group management report. Is to examine the annual accounts or the consolidated financial statements by an auditor so this has in the negotiations of the Supervisory Board or the Audit Committee about these templates to take part and the essential results of its examination, based on the accounting process to report particularly significant weaknesses of the internal control and risk management systems. He informed about circumstances that can get his bias and services which he has provided in addition to the statutory audit services.
(2) the Supervisory Board has to report in writing to the general meeting on the outcome of the examination. In the report, the Supervisory Board has also to tell in what way and to what extent he has examined the management of the company during the financial year; at listed companies, he has to indicate in particular, to inform the committees have been formed, as well as the number of its meetings and the committees. The accounts by an auditor is to consider the Supervisory Board also concluded the examination of the Jahresabschlusses by the external auditor has to take position. At the end of the report, the Supervisory Board has to explain whether objections are to raise after the final results of its audits and whether he approved the annual accounts drawn up by the Board of Directors. Company (§ 290 par. 1, 2 of the commercial code) the rates apply 3 and 4 corresponding to the consolidated financial statements.
(3) the Supervisory Board has its report within one month after the templates are left to him to submit to the Executive Board. Is the report not submitted to the Board within the time limit, the Board shall immediately notify the supervisory board a further period of not more than one month. Is the report is forwarded to the Board of directors before the expiration of the additional period, the annual financial statements is considered not approved by the Supervisory Board; company (§ 290 par. 1, 2 of the commercial code) Similarly, with respect to the consolidated financial statements.
(4) paragraphs 1 to 3 shall apply also with regard to a single contract after section 325 para 2a of the commercial code. The Board of Directors may only disclose the statements referred to in sentence 1 after its approval by the Supervisory Board.
Third section of the financial statements. Appropriation of profit first subsection the financial statements section 172 determination through the Supervisory Board Management Board and Supervisory Board approved the annual accounts, so this has been established, if not Board of management and Supervisory Board decide to leave the determination of the annual financial statements of the annual general meeting. The decisions of the Management Board and the Supervisory Board are to include in the report of the Supervisory Board to the annual general meeting.

§ 173 ascertainment by the General Meeting Board of Directors and the Supervisory Board decided (1) have to leave the determination of the annual financial statements of the annual general meeting or the Supervisory Board has not approved the annual financial statements Notes annual general meeting the annual financial statements. The Supervisory Board of a parent (article 290, paragraph 1, 2 of the commercial code) not approved the consolidated financial statements, the annual General Meeting decides on the approval.
(2) on the annual financial statements, the rules applicable to its lineup to apply are in determining. The annual general meeting may set only the amounts in retained earnings at the approval of the annual financial statements that set are according to law or the articles of Association.
(3) the annual general meeting changes annual accounts certified by an auditor on the basis of statutory obligation, so decisions about the adoption of the annual financial statements and appropriation will not take effect, before the new test according to section 316, paragraph 3 of the commercial code by the general meeting if an auditor's unqualified in terms of changes has been granted on the basis of the review. You will be null and void if granted an auditor's unqualified in terms of changes within two weeks since the decision.
Second subsection appropriation section 174 (1) the General Meeting decides on the appropriation of profits. It is bound by the established annual financial statements.
(2) in the decision, the appropriation of retained earnings in detail is set out, by name shall indicate 1 the balance sheet profit;
2. the amount distribution to shareholders to or property;
3. the amounts to be adjusted in retained earnings;
4. a balance of retained earnings;
5. the additional expenses on the basis of the decision.
(3) decision does not lead to a change of the adopted annual financial statements.
Third subsection ordinary general meeting § 175 convening (1) without delay after receipt of the report of the Supervisory Board has the Board of Directors the general meeting to the acceptance of the adopted annual financial statements and the management report, a separate financial statements approved by the Supervisory Board according to section 325 para 2a of the commercial code, as well as the resolution on the appropriation of profits, a company (§ 290 par. 1, 2 of the commercial code) also to receive of the consolidated financial statements approved by the Supervisory Board and the group management report , to convene. The general meeting has to take place in the first eight months of the fiscal year.
(2) the annual financial statements, a financial statements approved by the Supervisory Board according to section 325 para 2a of the commercial code, the management report, the report of the Supervisory Board, the proposal of the Board for the appropriation of profits and of listed public companies an explanatory report to the information according to section 289 paragraph 4 are no. 1 to 5 and paragraph 5, and section 315 paragraph 4 of the commercial code to be interpreted by the convening in the business area of the company for inspection by the shareholders. Upon request, is to give a copy of the templates any shareholder without delay. A company (§ 290 par. 1, 2 of the commercial code) sentences 1 and 2 for the consolidated financial statements, the group management report and the report of the supervisory board thereof shall apply. The obligations to relate the sentences 1 to 3, if the referred to there documents for the same period on the company's website are accessible.
(3) has the general meeting to determine the annual accounts or to decide, so access to the templates and the provision of copies of paragraphs 1 and 2 shall apply for the convening of the annual general meeting of the financial statements or the approval of the consolidated financial statements and for the mutatis mutandis on the approval of the consolidated financial statements. The negotiations about the adoption of the annual financial statements and the appropriation of retained earnings are to be connected.
(4) with the convening of the general meeting to the acceptance of the adopted annual financial statements or, if the annual general meeting to determine the annual accounts, the annual general meeting the annual financial statements Board of management and Supervisory Board on the explanations contained in the report of the Supervisory Board on the financial statements are (articles 172, 173 para 1) bound. A company (§ 290 par. 1, 2 of the commercial code) sentence 1 of the statement of the Supervisory Board on the approval of the consolidated financial statements according to shall apply.
Footnote section 175, paragraph 2, sentence 1 italic: change statement of article 1 No. 22 book. a G v. official I 2479 mWv 1.9.2009 due to an editorial oversight not runnable § 176 templates. Presence of the Auditor (1) by the Board of the general meeting templates referred to in § 175 ABS. 2 as well as listed companies an explanatory report to the information to section 289 paragraph 4, § 315 par. 4 of the commercial code accessible to. At the beginning of the hearing, the Board should explain its templates, the Chairman of the Supervisory Board report of the Supervisory Board. The Board should take position also to a loss or a loss that has substantially affected the result. Sentence 3 shall not apply to credit institutions.
(2) the financial statements of a statutory auditor is to consider the statutory auditor in the negotiations on the adoption of the Jahresabschlusses has to take part. Sentence 1 shall apply accordingly for the negotiations on the approval of consolidated financial statements. The auditor is not required to provide information to a shareholder.
Fourth section notice of financial statements section 177 - section 178 - sixth part of amendment to the Constitution. Measures of capital and capital reduction first section statutes § 179 resolution of the annual general meeting (1) any amendment to the Constitution requires a resolution of the general meeting. The Supervisory Board can delegate the power to changes that affect the wording only, the annual general meeting.
(2) the decision of the general meeting requires a majority comprising at least three-quarters of the share capital represented at the vote. The statute can determine a different capital majority for a change in the corporate object but only a larger majority. She may establish further requirements.
(3) the previous ratio of multiple classes of shares to the detriment of a genus should be changed, so the decision of the general meeting requires for its effectiveness the deprived shareholder approval. On the approval, the disadvantaged shareholders have to take a special decision. Paragraph 2 shall apply to them.

§ 179a obligation to transfer the assets of the entire company (1) a contract, a public company obligates to transfer the assets of the entire company, without requiring the transfer falls under the provisions of the conversion Act, according to § 179 requires even a resolution of the general meeting, not a change of the subject of the company about it. The Statute may determine a greater majority of capital.
(2) the contract is from the date of the general meeting which is to decide on the approval set out in the business area of the company for inspection by the shareholders. On request, a copy is immediately to grant each shareholder. The obligations are eliminated pursuant to sentences 1 and 2, when the contract for the same period on the company's website is accessible. At the annual general meeting is the contract to make them accessible. The Board of Directors has him at the beginning of the hearing to explain. He is writing as an attachment to attach.
(3) if the company is dissolved on the occasion of the transfer of assets of the company, the contract copy or publicly certified copy of the application of the resolution to attach's.

§ 180 approval of the concerned shareholders (1) a decision which imposes on shareholders supporting obligations, requires for its effectiveness of the consent of all affected shareholders.
(2) the same applies to a decision that binds the transfer of registered shares or Zwischenscheinen on the consent of the company.

§ 181 registration of the amendment to the Constitution (1) the Management Board shall apply the amendment to the Constitution to the registration in the commercial register. The full text of the Statute is the login to be attached; He must be accompanied by the certificate of a notary, that the amended provisions of the statutes match the articles of association with the decision on the amendment to the Constitution and the unchanged provisions full text submitted to the commercial register.
(2) insofar as not the change relates to information according to § 39, registration is sufficient reference to the documents filed with the Court.
(3) the amendment is effective only if it is registered in the commercial register of the seat of the company.
Second section measures first capital procurement subsection capital increase against contributions in section 182 requirements (1) increase the share capital against contributions can be decided only by a majority, comprising at least three-quarters of the share capital represented at the vote. The statutes can be a different capital majority, for the issuance of preferred shares without voting rights determine only a larger majority. She may establish further requirements. The capital increase can run only by issuing new shares. Companies with shares, the number of shares in the same proportion as the share capital must increase.
(2) several genera of voting shares are available, the decision of the annual general meeting requires for its effectiveness of the approval of the shareholders of each genus. On the approval, each genus shareholders have to take a special decision. Paragraph 1 (3) shall apply the new shares for an amount higher than the lowest amount of the output should be output for this, so the minimum amount below which is not issued should be set in the decision on the increase of the share capital.
(4) the share capital will not be increased as long as pending inserts on the previous capital still can be obtained. For insurance companies, the statute can determine otherwise. Pending deposits relatively negligible amount, so this does not prevent the increase of the share capital.

§ 183 capital increase with contributions in kind; Repayment of deposits (1) is made a contribution in kind (article 27, para. 1 and 2), as their subject-matter, the person of the society acquires the subject matter, and the par value, shares must be set the number of shares to be granted at the contribution in kind, in the decision on the increase of the share capital. The decision may be taken only if transfers of contributions in kind and the determinations explicitly and properly have been made known pursuant to sentence 1.
(2) paragraph 3 and 4 shall apply mutatis mutandis section 27.
(3) in the case of the capital increase with contributions in kind, an assessment by one or more Auditors has to take place. § 33 par. 3 to 5, sections 34, 35 shall apply mutatis mutandis.

section 183a capital increase with contributions in kind without examination (1) by an examination of the contribution in kind (article 183 paragraph 3) can be waived under the requirements of § 33a. This, if use is made, the following paragraphs shall apply.
(2) the Board has known according to § 37a para 1 and 2 in the society leaves to make the date of the decision on the capital increase, as well as the information. The implementation of the capital increase may not entered in the commercial register before the end of four weeks since the announcement.
(3) the requirements of § 33a paragraph 2 are, has the District Court at the request of shareholders that together held five per cent of the share capital on the day of the resolution on the capital increase and still holding on the day of submission, to appoint one or more auditors. The application can be made up to the day of registration of the implementation of the increase of the share capital (§ 189). The Court has to hear the Board before the decision on the application. The appeal is against the decision.
(4) § 33 par. 4 and 5, the §§ 34 apply for further proceedings, 35 according to.

§ 184 application of decision (1) the Board of Directors and the Chairman of the Supervisory Board have to sign the decision on the increase of share capital to be registered in the commercial register. In the application, it must be stated which deposits on the previous capital are still not done and why they can not be obtained. Should be seen from an examination of the contribution in kind and is the date of the decision of the capital increase advance has been made (section 183a para 2), to the Exhibitor in the application only assure that since the notice no circumstances within the meaning of § 37a para 2 have known them.
(2) the application report on the audit of contributions in kind (article 183 paragraph 3) or that in § 37a para 3 shall be annexed investments described.
(3) the Court may reject the registration if the value of the contribution in kind significantly lags behind the minimum issue price of shares to be granted. Is an examination of the contribution in kind to section 183a para 1 apart from article 38, paragraph 3 shall apply accordingly.

§ 185 new shares
(1) subscription of new shares is done by written statement (application form), from which the participation according to the number and nominal value shares at par and, when several genera, the genus of the shares emerge must. The application form should be issued twice. He has to contain 1 the day, on which the capital increase has been decided;
2. the issue price of the shares, the amount of fixed deposits, as well as the scope of obligations;
3. the determinations provided a capital increase with contributions in kind and, when several classes are issued, amount attributable to each class of shares of the capital stock, 4. the date on which the drawing non-binding becomes, if not until then the implementation of the capital increase is registered.
(2) drawing notes, the incomplete information or except in paragraph 1 No. 4 contain restrictions of the obligation created by the reservation, are null and void.
(3) the implementation of the capital increase is registered, so the artist cannot rely on the invalidity or non-binding nature of the subscription form, if he has exercised rights or obligations on the basis of the subscription form as a shareholder.
(4) any restriction that is not contained in the application form the company is ineffective.

§ 186 rights (1) each shareholder must be requested a portion of the new shares corresponding to its share of the existing share capital will be allocated. For the exercise of the subscription right is a period of at least two weeks to determine.
(2) the Board has known for his determination and at the same time a subscription period in accordance with paragraph 1 in the society leaves to make the issue price or the foundations. Are just the basics of laying down, so he has known no later than three days before the expiry of the subscription period the amount of expenditure in the company leaves and through an electronic information medium to make.
(3) the rights can be excluded in whole or in part only in the decision on the increase of the share capital. The decision in addition to the requirements of a majority comprising at least three-quarters of the share capital represented at the vote in law or statute for the capital increase is needed in this case. The Statute may determine a greater majority of capital and other requirements. An exclusion of the subscription right is specifically allowed, if the capital increase against cash contributions does not exceed ten per cent of the share capital and the issue price is not substantially lower than the stock exchange price.
(4) a decision by the subscription rights wholly or in part is excluded, may only captured when the exclusion explicitly and properly has been made known. The Board shall make accessible to the general meeting a written report about the reason for the partial or complete exclusion of the subscription right; in the report, the proposed issue price is justified.
5. the exclusion of the subscription right, it is not to see, if after the decision the new shares by a credit institution or a according to § 53 para 1 sentence 1 or § 53 para 1 sentence 1 or paragraph 7 of the law on banking should be included companies with a commitment, to offer them to the shareholders for subscription. The Board has known this reference offer containing the information specified in paragraph 2 sentence 2 sentence 1 and a final expenditure referred to in paragraph 2 to make; the same applies, if the new shares are to be applied by anyone other than a credit institution or company within the meaning of sentence 1 with the obligation to offer them to the shareholders for subscription.

§ 187 guarantee rights to the subscription of new shares (1) rights to the subscription of new shares can be assured only subject to the subscription right of the shareholders.
(2) representations before the decision on the increase of the share capital the company shall be invalid.

Section 188 application and registration (1) implementing the Board of Directors and the Chairman of the Supervisory Board have to register the implementation of increase of share capital to be registered in the commercial register.
(2) for registration apply accordingly § 36 para 2, § 36a and article 37, paragraph 1. The deposit can not be made by crediting an account of the Executive Board.
(3) the application shall be accompanied by 1 the copies of the drawing notes and a directory signed by the Board of Directors of the artist, indicating on each allocated shares and deposits paid on them;
2. in the event of a capital increase with contributions in the contracts, which according to § 183 are based on the determinations or have; been closed to run
3. a calculation of the costs which will arise for the company through the issue of new shares.
4. (dropped out) (4) application and registration of the implementation of the capital increase can be connected with application and registration of the decision on the increase.
(5) (dropped out) § 189 be of the capital increase with the registration of the implementation of the capital increase is the share capital increases.

§ 190 (lapsed) - § 191 prohibited issue of shares and Zwischenscheinen before of the registration of the implementation of the capital increase can be new equity is not transferred, not issued new shares and interim certificates. The previously issued new shares and interim certificates are void. The issuer the owners as joint and several debtors are responsible for the damage from the output.
Second conditional capital increase in section 192 subsection decide a capital increase requirements (1) that can annual general meeting, which should be performed only as far as a conversion or subscription rights are exercised, which gives the company new shares (subscription shares) (contingent capital increase).
(2) the conditional capital increase is to be decided only for the following purposes: 1. to the granting of conversion or subscription rights to holders of convertible bonds;
2. for the preparation of the merger of several companies.
3. to grant subscription rights to employees and members of the Management Board of the company or an associated company in the form of the consent or authorisation.
(3) the principal amount of the conditional capital shall half and the principal amount of not exceed the tenth part of the share capital, which is available at the time of adoption of the conditional capital increase referred to in paragraph 2 No. 3 of adopted capital. § 182 subsection 1 sentence 5 shall apply mutatis mutandis.
(4) a decision of the general meeting, which contrary to the decision of the conditional capital increase, is null and void.
(5) the following requirements concerning subscription rights shall apply mutatis mutandis to the right to Exchange.

§ 193 requirements of decision (1) the decision on the contingent capital increase requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements. Section 182 paragraph 2 and section 187, paragraph 2 shall apply.
(2) in the decision must also be 1 the purpose of the conditional capital increase.
2. circle the beneficiaries;
3. the issue price or the principles according to which this amount is calculated at a capital increase for the purposes of section 192 paragraph 2 conditional No. 1 suffice it, if in the decision or in the decision related the minimum issue price or the basis for determining the issue price or the minimum issue price will be determined according to § 221; and 4 decisions according to § 192 paragraph 2 No. 3 also the distribution rights on members of Directors and workers, performance targets, purchase and exercise periods and wait for the first-time exercise (at least four years).

§ 194 contingent capital increase with contributions in kind; Repayment of deposits (1) is made a contribution in kind, as their subject-matter, the person of the society acquires the subject matter, and the par value, shares must be set the number of shares to be granted at the contribution in kind in the decision on the contingent capital increase. Not the devotion of bonds in Exchange for shares in reference is regarded as contribution in kind. The decision may only if the introduction explicitly and properly has been made known by contributions in kind.
(2) paragraph 3 and 4 applies section 27; in the place of the moment of the registration according to § 27 para 3 sentence 3 and the registration according to § 27 (3) sentence 4, the date of issue of the reference shares enters each.
(3) do not apply paragraphs 1 and 2 for the deposit of money demands, the workers of the company from a conceded profits is entitled to them by the company.
(4) in the case of the capital increase with contributions in kind, an assessment by one or more Auditors has to take place. § 33 par. 3 to 5, sections 34, 35 shall apply mutatis mutandis.
(5) article 183a shall apply mutatis mutandis.

§ 195 application of decision (1) the Board of Directors and the Chairman of the Supervisory Board have to sign the decision on the contingent capital increase to the registration in the commercial register. Article 184, paragraph 1, sentence 2 shall apply accordingly.
(2) the application shall be accompanied by 1 when a conditional capital increase with contributions in the contracts, which are based on the determinations after section 194 or its execution have been closed, and the report on the examination of contributions in kind (section 194 para 4) or the facilities referred to in § 37a para 3;
2. a calculation of costs that will arise for the company through the issue of reference shares.
3.
(lapsed)
(3) the Court may reject the registration if the value of the contribution in kind significantly lags behind the minimum issue price of shares to be granted. Is an examination of the contribution in kind to section 183a para 1 apart from article 38, paragraph 3 shall apply accordingly.

§ 196 (lapsed) - § 197 forbidden share issue before of the entry of the decision of the conditional capital increase can the reference shares are not issued. A claim of the beneficiary does not arise before that date. The previously issued shares of the reference are void. The issuer the owners as joint and several debtors are responsible for the damage from the output.

Section 198 reference Declaration: (1) the subscription right is exercised by written declaration. The Declaration of (reference) should be issued twice. She has the participation according to the number and nominal value shares at par and, when several genera, the genus of the shares, the findings indicate the determination provided for in § 194 at the introduction of contributions in kind, as well as the day, according to § 193 para 2, where the adopted a resolution about the contingent capital increase.
(2) the reference statement has the same effect as a declaration of the drawing. Reference declarations, whose content is not in paragraph 1 or that contain restrictions on the requirement of the explanatory, are null and void.
(3) reference shares issued notwithstanding the invalidity of a reference Declaration, so the declarant cannot rely on the nullity, if he has exercised rights or obligations on the basis of the reference statement as a shareholder.
(4) any restriction that is not included in the reference statement the company is ineffective.

§ 199 issue of the subscription shares (1) who can board the reference shares only in fulfilment of the purpose laid down in the decision on the contingent capital increase, and not in front of the full power of the equivalent issue, resulting from the decision.
(2) the Board may issue only reference shares against convertible bonds, if the difference between the issue price of the bonds submitted to the Exchange and the higher minimum expenditure of reference shares to be granted to them from an other retained earnings, so far for this purpose can be related to, or is covered by additional payment the Exchange entitled. This does not apply if the total amount to which the bonds are issued, the least amount of expenditure of the reference shares total or exceed.

§ 200 be of the contingent capital increase with the issue of the reference shares is increased capital.

§ 201 registration of issue of subscription shares (1) the Board shall within one month after the end of the fiscal year to the registration in the commercial register log on to what extent in the year reference shares have been issued.
(2) sign the copies of related announcements and a list of persons who have exercised the right, signed by the Board of Directors shall be attached. The directory has to specify the shares attributable to each shareholder and the deposits made on them.
(3) in the application, the Board has to explain that the reference shares only in fulfilment of the purpose laid down in the decision on the contingent capital increase, and not in front of the full power of the equivalent have been spent, resulting from the decision.
(4) (dropped out) third subsection authorized capital article 202 the Board for a maximum of five years after registration of the company authorize requirements (1) who can Charter, to increase the share capital of up to a certain amount (authorized capital) by issuing new shares against contributions.
(2) the authorization may be granted by amendment to the Constitution for a maximum of five years after registration of the amendment to the Constitution. The decision of the general meeting requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements. Section 182 paragraph 2 applies.
(3) the principal amount of the authorized capital must not exceed half of the share capital that exists at the time of the authorization. The new shares shall be issued only with the consent of the Supervisory Board. § 182 subsection 1 sentence 5 shall apply mutatis mutandis.
(4) the Statute may also stipulate that the new shares to employees of the company are issued.

§ 203 issue of new shares (1) for the issue of new shares paragraphs 185 to 191 concerning the capital increase against contributions shall apply mutatis mutandis, unless otherwise specified in the following provisions. The authorization of the Statute to issue of new shares takes the place of the decision on the increase of the share capital.
(2) the authority may provide that the Board shall decide about the exclusion of the subscription right. Is granted an authorization which provides, by amendment to the Constitution, section 186 subsection 4 shall apply mutatis mutandis.
(3) the new shares should not be issued as long as pending deposits on the previous capital can still be obtained. For insurance companies, the statute can determine otherwise. Pending deposits relatively negligible amount, so this does not prevent the issuance of new shares. In the first application of the implementation of the capital increase is to specify which deposits on the previous capital are still not done and why they can not be obtained.
(4) paragraph does not apply 3 sentence 1 and 4 when the shares to employees of the company are issued.

The Board decides § 204 conditions of the share issue (1) the content of the share rights and conditions of the share issue, as far as the authorization contains no provisions. The decision of the Board of Directors requires the approval of the Supervisory Board; the same applies to the decision of the Board of Directors according to § 203 paragraph 2 about the exclusion of the subscription right.
(2) preference shares without voting rights are available, so preference shares that go before them in the distribution of the profits or assets of the company or are of the same, can be only, given the authorization stipulates it.
(3) annual financial statements, which is equipped with an unqualified opinion, shows a net profit, so shares to employees of the company also in the way can be issued, that the deposit payable on them from the part of the profit for the year is covered, pursuant to section 58 subsection 2 Management Board and supervisory board to other revenue reserves could set. The rules for the issuance of new shares through a capital increase against contributions in cash, excluding section 188, paragraph 2. The established annual financial statements with auditor's report is also to add sign of implementation of the capital increase. The reporters have to make the Declaration Furthermore according to article 210, paragraph 1, sentence 2.

Section 205 issue against contributions in kind; Repayment of deposits (1) against contributions in kind shares may only be issued if the authorization stipulates it.
(2) the subject of the contribution in kind, the person of the society acquires the object, and the par value, shares are the number of shares to be granted at the contribution in kind, if they are not determined in the authorisation, to be set by the Executive Board and to include in the application form. The Board of Directors to make the decision only with the consent of the Supervisory Board.
(3) paragraph 3 and 4 shall apply mutatis mutandis section 27.
(4) do not apply paragraphs 2 and 3 for the deposit of money demands, the workers of the company from a conceded profits is entitled to them by the company.
(5) in the case of issue of shares against contributions in kind has a review by one or more auditors to take place; § 33 par. 3 to 5, sections 34, 35 shall apply mutatis mutandis. section 183a shall apply accordingly. Instead of the date of the decision on capital increase the Board announced its decision on issuing new shares against contributions in kind, as well as the information according to § 37a para 1 and 2 in the society leaves to make.
(6) as far as an assessment of the contribution does not take place, applies to the registration of the implementation of the capital increase to the registration in the commercial register (§ 203 paragraph 1 sentence 1, § 188) also section 184 subsection 1 sentence 3 and para. 2.
(7) the Court may reject the registration if the value of the contribution in kind significantly lags behind the minimum issue price of shares to be granted. Is an examination of the contribution in kind to section 183a para 1 apart from article 38, paragraph 3 shall apply accordingly.

§ 206 contracts for contributions in kind before registration of the company contracts have been closed before registration of the company, is to make a contribution in kind to the authorized capital, the Statute must contain the determinations, which are prescribed for an output against contributions in kind. While article 27 par. 3 and 5, the §§ 32-35, 37 para 4 apply 2 and 3 and article 49 on the Foundation of the company accordingly Nos. 2, 4 and 5, the articles 37a, 38 para. The Board takes the place of the founder and the place of registration and registration of the company the application and registration of the implementation of the capital increase.
Fourth subsection capital increase from company funds § 207 requirements (1) that can annual general meeting an increase of the share capital by conversion of the capital reserve and retained earnings in capital decide.
(2) for the resolution and for the notification of the decision article 182, paragraph 1, article 184, paragraph 1 you receive. Companies with shares to increase its capital stock without issuing new shares; the decision on capital increase must specify the kind of boost.
(3) the decision to establish a track record.

§ 208 conversion ability of capital and retained earnings (1) capital reserve and retained earnings, to be converted into share capital must in the last annual balance sheet and, if an other balance sheet is based on the decision, designated as additions to these reserves in the balance sheet under "Capital reserves" or "Retained earnings", or in the final decision on the use of the profit for the year or the balance sheet profit be. Subject to paragraph 2 other revenue reserves and their contributions in full, the capital reserve and the legal reserve whose contributions can be converted only, as far as they together exceed the tenth or the higher part of the existing share capital specified in the articles of Association, in capital.
(2) the capital reserve and retained earnings, as well as their allocations cannot be converted, as far as the underlying balance sheet has a loss including a speech of loss of. Retained earnings and their contributions which are intended for a specific purpose, may be converted only insofar as this is compatible with their intended purpose.

§ 209 based balance (1) the decision may be based the last annual balance sheet, if the annual balance sheet audited and the established annual balance sheet with the unqualified audit opinion of the external auditor is and if your date is not more than eight months before the registration of the decision on the registration in the commercial register.
(2) is not the last annual balance sheet based on the decision, the balance must sections 150, 152 comply with this Act, paragraphs 242-256, 264-274 of the commercial code. The date of the balance sheet must be no more than eight months before the registration of the decision on the registration in the commercial register.
(3) the balance sheet must be checked by an it auditor, whether they the sections 150, 152 of this Act, sections 242-256, 264-274 of the commercial code corresponds to. She must be fitted with an unqualified audit opinion.
(4) if the annual general meeting elects no other auditor, the investigator as the elected, who has been elected or appointed by the Court for the examination of the last year by the general meeting shall apply. Unless otherwise stated in the specific nature of the audit mandate, § 319 ABS. 1 to 4, § 319a section 1, are on the exam section 318 subsection 1 sentence 3 and 4, § to apply 319 b § 7 and § 323 of the commercial code according to para 1, article 320, paragraph 1, 2, §§ 321, 322.
(5) in the case of insurance companies, the auditor is determined by the Supervisory Board; Paragraph 4 sentence 1 shall apply mutatis mutandis. Unless otherwise stated in the specific nature of the audit mandate, § 341 k of the commercial code shall apply for the exam.
(6) in the case of paragraphs 2 to 5, section 175, paragraph 2 shall apply mutatis mutandis for the access to the balance sheet and for the issuance of transcripts.

§ 210 application and registration of the decision (1) the application of the decision on the registration in the commercial register is that the capital increase applied balance sheet and Auditor's report, in the case of article 209 paragraph 2 to 6 also, if it is not submitted according to article 325, paragraph 1 of the commercial code, to attach the last annual balance sheet. The reporters have to explain that according to their knowledge since the date of the underlying balance sheet up to the date of the application no reduction in assets occurred, which would be against the capital increase if she would be adopted on the date of application to the Court.
(2) the Court may only enter the decision if has been established that the capital increase applied balance sheet on a date not more than eight months before signing this and a return set 2 filed pursuant to paragraph 1.
(3) the Court does not need to examine whether the financial statements comply with the legislation.
(4) in the case of the registration of the decision is to indicate that it involves a capital increase from corporate funds.
(5) (dropped out) § 211 be of the capital increase (1) with the entry of the decision on the increase of the share capital is the share capital increases.
(2) § 212 off the capital increase authorized new shares entitled to the shareholders in proportion to their shares of the existing share capital. A conflicting decision of the general meeting is void.

§ Leads 213 rights (1) the capital increase to that to a share of the existing share capital only accounts for a part a new stock, so this part right is independently for sale and hereditary.
(2) the rights conferred by a new stock including the claim on a share certificate issued can only be exercised if rights, which together result in a full share, are United in a single or several beneficiaries, their rights together result in a full share, join together to exercise the rights.

Invitation to the shareholders (1) after the registration of the decision on the increase of the share capital by issuing new shares by the Board § 214 to urge the shareholders immediately, pick up the new shares. The invitation is to be published in the company leaves. The notice is to specify 1 to which amount the share capital has been increased, 2. in relation to the old shares new shares account for.
In the notice, it is also to point out that the company is entitled to sell stocks that are picked up within one year of promoting the prompt, after three-time threat on behalf of the parties.
(2) after one year since the notice of the request, the company has to threaten the sale of uncollected shares. The threat is to introduce three times at intervals of at least one month in the company leaves. The last notice must be issued before the expiry of eighteen months since the notice of the prompt.
(3) after expiry of one year since the last notice of the threat, the company has to sell uncollected shares on behalf of the parties to the stock price and in the absence of a stock-price through public auction. Section 226 paragraph 3 sentence 2 to 6 shall apply mutatis mutandis.
(4) paragraphs 1 to 3 shall apply mutatis mutandis for companies which have issued no share certificates. The companies have to ask the shareholders, to allot the new shares.

Section 215 of its own shares. (1) own shares partly paid-up shares take part in the capital increase.
(2) Teileingezahlte participate shares in proportion to their share capital increase of the share capital. With them the capital increase cannot be executed by issuing new shares, par value shares whose nominal value is increased. Fully paid-up shares exist in addition to partly paid-up shares as the capital increase can run fully paid-up par value shares by increasing the nominal value of the shares and by issuing new shares; the decision on the increase of the share capital must provide the kind of boost. As far as the capital increase is executed by increasing the nominal value of the shares, it is to be such that they amounts accounted for by no stock, which can not be covered by an increase of the nominal value of the shares.

§ 216 the rights of shareholders and third parties (1) the ratio of the rights attached to the shares to each other is not affected by the capital increase.
(2) as far as individual rights of partly paid shares, in particular participation in the profits or the right to vote, determined according to the deposit paid on the stock, these rights are increased shareholders up to the power of outstanding deposits only according to the amount of the paid deposit, to the percentage calculated on the principal amount of the share capital increase of the share capital. Further deposits to be made, these rights is expand accordingly. In the case of section 271 para 3 the increase amounts is deemed to be fully paid up.
(3) the economic content of contractual relations of the company to third parties, which depend on the distribution of profits of the company, the principal amount or value their shares or their share capital or otherwise by the existing capital or profit ratios, is not affected by the capital increase. The same applies to obligations of the shareholders.

§ Participate, unless otherwise determined in the profits of the whole fiscal year 217 start of profit-participation (1) new shares, in which the increase of the share capital has been chosen.
(2) in the decision on the increase of the share capital, it can be determined that the new shares will already participate in the profits of the last before the resolution on the capital increase of last fiscal year. In this case, the increase of the share capital is to decide before decision is taken about the appropriation of retained earnings of the last before the decision of expired business year. The decision on the appropriation of profits of the last before the resolution on the capital increase of last fiscal year will be effective only if the share capital is increased. The decision on the increase of the share capital and the decision on the appropriation of profits of the last before the resolution on the capital increase of last fiscal year are void if the decision on capital increase within three months after the decision making in the commercial register has been recorded. The running of the period is inhibited as long as any any or annulment is sub judice.

§ 218 contingent capital conditional capital is increased in the same proportion as the share capital. The conditional capital to the granting of conversion rights to holders of convertible bonds is been decided a special reserve should be to cover the difference between the issue price of the bonds and the higher lowest expenditure of the reference shares to be granted to them total form, as far as no co-payments of the holders of conversion have been agreed.

§ 219 prohibited issue of shares and Zwischenscheinen above of the entry of the decision on the increase of the share capital in the commercial register must new shares and interim certificates not be issued.

§ 220 valuations considered cost the prior to the capital increase shares bought and deleted them new shares the amounts arising for the individual shares, if the acquisition cost of the shares acquired prior to the capital increase on these and on the new shares on them deleted are distributed based on the ratio of shares in the share capital. The increase in shares is not considered to have access.
Fifth subsection convertible bonds. § 221 (1) bonds bonds, in which a conversion or subscription rights to shares is given to creditors (convertible bonds), and notes that the rights of creditors with minority shareholders in connection are brought (bonds), may be issued only on the basis of a decision of the general meeting. The decision requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a different majority of capital and other requirements. Section 182 paragraph 2 applies.
(2) an authorisation of the Board to issue convertible bonds can be issued a maximum of five years. The Board of Directors and the Chairman of the Supervisory Board have to leave the decision on the issuance of convertible bonds, as well as a statement of their output in the commercial register. A note on the decision and the Declaration is to be published in the company leaves.
(3) the provisions of paragraph 1 shall apply mutatis mutandis for the granting of participatory rights.
(4) on convertible bonds, bonds and certificates, shareholders have a right. The sections 186 and 193 paragraph 2 shall apply mutatis mutandis No. 4.
Third section measures the capital reduction of first subsection ordinary capital reduction article 222 requirements (1) a reduction of the share capital can be decided only by a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements.
(2) several genera of voting shares are available, the decision of the annual general meeting requires for its effectiveness of the approval of the shareholders of each genus. On the approval, each genus shareholders have to take a special decision. Paragraph 1 (3) the decision is to assess, for which purpose the reduction takes place is for this, namely whether parts of the capital are to be paid back.
(4) the reduction of the share capital requires the reduction of the nominal value of the shares in companies with par value shares. As far as the attributable to each share pro rata amount of the reduced share capital set 3 would be less than the minimum amount according to section 8, paragraph 2, sentence 1 or paragraph 3, the reduction is through the merger of shares. The decision must specify the type of reduction.

§ 223 notification of the decision of the Management Board and the Chairman of the Supervisory Board have to sign the decision on the reduction of the share capital to be registered in the commercial register.

§ 224 be of the capital with the entry of the decision on the reduction of the share capital is reduced the share capital.

§ 225 creditors, whose Forderungen, were justified before the entry of the decision has been made known, is bankruptcy protection (1), if they sign within six months after the notice for this purpose, to provide security, so far as they may require not satisfaction. The creditors are to point out this right in the publication of the registration. The right to demand security service, not entitled to creditors, are entitled to preferably satisfaction from a collateral pool in the case of insolvency proceedings, established according to legal regulations for their protection and is State-controlled.
(2) payments to shareholders may be made only on the basis of the reduction of the share capital, after six months have passed since the publication of the registration and has been granted the holders who have registered in time, satisfaction or security. Also a liberation of shareholders from the obligation to make deposits is registered as effectively, on time which not before the designated time and not satisfaction or securing of the creditors.
(3) the right of creditors to demand security service, is regardless of whether payments to shareholders due to the reduction of the share capital shall be made.

Section 226 invalidation of shares (1) shares should be pooled to carry out the reduction of the share capital through Exchange, cancellation or through a similar procedure, so the company can explain shares for powerless filed despite the request not to her. The same applies to a shares, which do not reach the number needed to replace by new shares and are the society not to use on behalf of the parties available.
(2) the invitation to submit the shares, has to threaten the annulment. The cancellation can only take place if the prompt in the manner prescribed in § 64 para 2 for the period of grace has been made known. The cancellation is done by notice in the company leaves. In the notice, the shares declared powerless are to indicate that results from the notice without another, whether a share for powerless is explained.
(3) the company has the new shares which are to be made in place of shares declared powerless, immediately on behalf of the parties to the stock price and in the absence of a stock-price through public auction to sell. No reasonable success is to be expected from the auction at the company's headquarters are so to sell the shares in an appropriate place. Time, place and subject of the auction are publicly known. The parties are to notify; the notification can be omitted if it is infeasible. Announcement and notification must be made at least two weeks before the auction. The proceeds are to pay off those involved or, if there is a right to deposit to deposit.

§ 227 application of implementation (1) the Board has to report the implementation of the reduction of the share capital to be registered in the commercial register.
(2) application and registration of the implementation of the reduction of the share capital can be associated with application and registration of the decision on the reduction.

§ 228 reduction under the minimum nominal value of (1) the share capital can among in § 7 specific minimum principal amount be lowered if it is restored through a capital increase, which is decided at the same time with the capital reduction and the contributions in kind are not set.
(2) the resolutions are null and void, if they and the implementation of increase within six months after the decision making in the commercial register have been entered. The running of the period is inhibited as long as any any or annulment is sub judice. The decisions and the implementation of the capital increase should only be entered in the commercial register.
Second subsection requirements (1) a reduction of the share capital, which serve simplified capital reduction article 229 should, to compensate for impairments, to cover other losses or to adjust amounts in the capital reserve, can be carried in a simplified form. The decision is to assess that the reduction for these purposes will take place.
(2) the simplified capital reduction is allowed only after the part to these together beyond ten per cent of the remaining after the reduction in share capital, legal reserve and capital reserves, as well as the earnings are anticipated. It is not allowed, as long as there is a balance of retained earnings.
(3) §§ 223, 224, 226 to 228 of the ordinary capital reduction shall apply § 222 para 1, 2 and 4, mutatis mutandis.

§ 230 prohibition of payments to shareholders the amounts obtained from the resolution of the capital or retained earnings and the capital reduction may not to payments to the shareholders and not to be used, to exempt the shareholders from the obligation to pay deposits. You may be only used to compensate for impairments, to cover other losses and to set amounts in capital reserves or to the legal reserve. Also a use for one of these purposes is permitted only insofar as it is specified in the decision as the purpose of the reduction.

§ 231 limited adjustment to the capital reserve and the legal reserve the setting of the amounts obtained from the resolution of other revenue reserves in the legal reserve and the amounts obtained from the capital in the capital reserve is allowed only as far as the capital reserve and the legal reserve together not exceed ten per cent of the share capital. The principal amount by the reduction in the minimum principal amount specified in § 7 results, but at least is as share capital. In calculating the allowable height remain amounts are set in the aftermath of the resolution on the capital reduction in capital reserve even disregarded, when their payment is based on a decision, which is taken at the same time with the decision on the reduction in capital.

§ 232 results setting of amounts in the capital reserve adopted too high losses from setting up the annual balance sheet for the financial year in which there was the decision on the capital reduction, or for one of the two following fiscal years, that impairment losses and other losses in the amount adopted in decision-making were not actually occurred or balanced, the difference amount in the capital reserve is to be.

§ 233 payout. Creditor protection may not be paid out (1) profit before the legal reserve and the capital reserve together have reached ten per cent of the share capital. The principal amount by the reduction in the minimum principal amount specified in § 7 results, but at least is as share capital.
(2) the payment of a dividend of more than four per cent is only permitted for a year, later than two years after the resolution on the capital reduction begins. This does not apply if the creditors, whose Forderungen had been founded before the publication of the registration of the decision are satisfied or ensure, insofar as they have registered within six months after the publication of the annual accounts, the appropriation is decided on the basis of which, for this purpose. An ensuring of the creditor need not, who have a right to preferably satisfaction from a collateral pool in the case of insolvency proceedings, established according to legal regulations for their protection and is State-controlled. The creditors are in the notice under section 325 subs. 2 of the commercial code the satisfaction or securing pointing out.
(3) the amounts which are gained from the release of capital and retained earnings and the reduction in capital may be distributed even after these regulations rather than profit.

Section 234 repercussion of the capital reduction (1) In the annual accounts for the last financial year expired before the decision on the capital subscribed capital as well as the capital and retained earnings can be assigned from in height, where they should pass the capital reduction.
(2) the general meeting on the adoption of the annual financial statements shall act in this case. The decision to at the same time with the decision on the reduction in capital.
(3) the resolutions are null and void, if the decision on the capital reduction within three months after the decision making in the commercial register has been recorded. The running of the period is inhibited as long as any any or annulment is sub judice.

§ 235 retroactivity of a concurrent capital increase (1) shall be adopted at the same time a capital increase in the case of the § 234 of capital reduction, so also the capital increase in the financial statements as a consummated can be taken into account. Voting is allowed only if the new shares, no contributions in kind are set and if the deposit is paid on each share which must be effected according to article 188 paragraph 2 at the time of the application of the implementation of the capital increase. The drawing and the deposit are to prove the notary who notarized the decision on the increase of the share capital.
(2) all resolutions are null and void, if the decisions on the capital reduction and the capital increase and the implementation of increase within three months after the decision in the register have been entered. The running of the period is inhibited as long as any any or annulment is sub judice. The decisions and the implementation of the capital increase should only be entered in the commercial register.

Section 236 disclosure which may disclosure of the financial statements under section 325 of the commercial code in the case of the § 234 only after registration of the decision on the capital reduction, in the case of § 235 only fare, after deciding the capital reduction and capital increase and the implementation of the capital increase have been entered.
Third subsection capital reduction by withdrawal of shares. Requirements (1) exception to § 237 shares shares can forcibly or be considered for acquisition by the company. A withdrawal is allowed only if it was arranged or provided in the original Statute or by an amendment to the Constitution prior to acquisition or subscription of shares.
(2) in the case of the confiscation, the rules governing the ordinary capital reduction should be followed. In the bylaws or in the resolution of the annual general meeting the conditions for a withdrawal and the arrangements for their implementation are set. For the payment of the fee, granted stockholders at a withdrawal or an acquisition of shares for the purpose of the collection, and the liberation of these shareholders from the obligation to pay deposits section 225 subsection 2 shall apply mutatis mutandis.
(3) the requirements concerning the ordinary capital reduction need not be followed if shares, on which the issue price is fully paid, 1 the society free of charge at the disposal or 2 to the detriment of retained earnings or an other retained earnings, as far as them for this purpose can be used, are indented or shares are 3 and the decision of the general meeting determines that the proportion of the other shares of the share capital in accordance with § 8 section 3 increases by the confiscation; is authorized the Board to collect, it may be authorized also to adjust indicating the number of the articles of Association.
(4) the capital reduction may be decided only by the general meeting in the cases of paragraph 3 by confiscation. The simple majority of votes is sufficient for the decision. The Statute may determine a larger majority and other requirements. In the decision, the purpose of capital reduction is to be set. The Board of Directors and the Chairman of the Supervisory Board have to sign the decision on entry in the commercial register.
(5) in the cases of paragraph 3 Nos. 1 and 2 is to set an amount which is equivalent to the amount attributable to the confiscated stocks in capital reserves.
(6) as far as it is a withdrawal ordered by the Statute, there is no need a resolution of the general meeting. In this case, the decision of the Board of Directors on the confiscation advocates the application of the rules on the ordinary capital reduction in the place of General Assembly decision.

§ 238 be of the capital with the entry of the decision, or if the recovery succeeds, with the confiscation is the share capital by the amount of attributable to the withdrawn shares reduced. Involves a withdrawal ordered by the Statute, that is, if the general meeting does not have the capital reduction decides, the capital with the withdrawal reduced. To collect needed an act of society, which is aimed at the destruction of rights of certain shares.

§ 239 application of implementation (1) the Board has to report the implementation of the reduction of the share capital to be registered in the commercial register. This is true even if it's a withdrawal ordered by the Statute.
(2) application and registration of the implementation of the reduction can be associated with application and registration of the decision on the reduction.
Fourth subsection identification of capital § 240 
The amount obtained from the capital reduction is separately in the profit and loss account as "Income from the capital reduction", after posting "Withdrawals from retained earnings", to expel. A setting in the capital reserve according to article 229, paragraph 1 and article 232 is separately "Setting in the capital reserve according to the rules on the simplified capital reduction". 3. adjustment to the capital reserve be related or in the annex is to clarify whether and to what extent the amounts obtained from the capital reduction and the resolution of retained earnings 1 to compensate for impairments, 2. to cover other losses.
Seventh part invalidity of General Assembly resolutions and of the adopted annual financial statements. Special testing because illegal underpricing first section nullity of general meeting resolutions first subsection General § 241 grounds a decision of the general meeting is except in the cases of § 192 4, §§ 212, 217 was only null and void if he 1 at an annual meeting has been taken, which convened set 1 or paragraph 4 in violation of § 121 paragraph 2 and 3 para 2, article 228, paragraph 2, article 234 para. 3 and article 235, paragraph 2 , 2. not according to article 130, paragraph 1 and 2, sentence 1 and paragraph 4 is beurkundet, incompatible 3rd with the essence of the joint-stock company or infringed by its content rules, which are exclusively or mainly to the protection of creditors of the company or otherwise in the public interest, violates 4. through its contents against morality, has been declared 5 on annulment judgment legally annulled that is been deleted 6. after section 398 of the law on the procedure in family matters and in matters of voluntary jurisdiction on the basis of final decision as null and void.

§ 242 healing of invalidity (1) the annulment of the AGM decision, which is contrary to article 130, paragraph 1 and 2 sentence 1 and paragraph 4 not or not part is been recorded, can be claimed no longer, if the decision in the register has been recorded.
(2) a resolution of the annual general meeting is according to § 241 No. 1, 3, or 4 void, so the nullity may be more asserted, if the decision in the register has been recorded, and since then three years have elapsed. An action for nullity of the decision of the general meeting is pending, at the end of the period the period over the action is legally decided or it has finally done otherwise extended. A deletion of decision by virtue is not excluded according to § 398 of the law on the procedure in family matters and in matters of voluntary jurisdiction by the passage of time. A shareholder resolution for violation of § 121 paragraph 4 sentence 2 according to § 241 is no. 1 void, so the nullity can be also then more asserted, if not loaded shareholders approved the decision. A resolution of the annual general meeting is null and void, according to § 241 No. 5 or § 249 so the verdict may be no longer registered according to article 248, paragraph 1, sentence 3, if in accordance with section 246a, paragraph 1 was counterclaims, defects of the annual general meeting decision to leave the effect of registration; § 398 of the law on the procedure in family matters and in matters of voluntary jurisdiction shall not apply.
(3) paragraph 2 shall apply accordingly in the cases of article 217, paragraph 2, article 228, paragraph 2, article 234 para. 3 and article 235, paragraph 2 the required entries have not been made.

Legal reasons (1) a decision of the general meeting can § 243 due to violation of the law or be challenged by action of the Statute.
(2) the appeal can also be supported that a shareholder with the exercise of the right to vote for himself or a third party to gain special advantage to the detriment of the company or the other shareholders sought and the decision is suitable to serve this purpose. This does not apply if the decision granted a reasonable compensation for its damage to other shareholders.
(3) the dispute can not be supported: 1 by a technical malfunction caused infringement of rights which have been perceived, according to article 118, paragraph 1, sentence 2, para. 2, and § 134 para 3 by electronic means unless the company is gross negligence or intent to blame; the articles of association can determine a stricter standard, article 318 para. 3 of the commercial code 2 on a violation of § 121 paragraph 4a, the section 124a or of section 128, 3 reasons justify the procedure.
(4) due to incorrect, incomplete or denied issuance of information can be challenged only, if an objective reviewer shareholder had seen the granting to the information as a key prerequisite for the proper exercise of its membership rights and participation. A legal challenge may not be based on inaccurate, incomplete or inadequate information at the general meeting about the investigation, amount or adequacy of compensation, severance pay, payment or other compensation if the law provides for a casting procedure for review submissions.

§ 244 confirmation inputs AGM decisions *.

The challenge can be more asserted, if is has been the annual general meeting confirmed the contestable decision by a new decision and this decision not challenged within the appeal period or finally refused the challenge. The applicant has a legal interest that actionable decision for the period up to the confirmation decision null and void is declared to explain the contestable decision for this time null and void so can he continue to assert the challenge with the aim of.

§ 245 of rescission authority to challenge may 1 appeared in the annual general meeting, each shareholder, if he had bought the shares before the announcement of the order of the day and has declared opposition to the minutes against the decision;
2. any shareholder not published at the annual general meeting if he wrongly not has been approved to the AGM the meeting convened improperly or improperly disclosed the subject matter of the decision-making been is;
3. in the case of section 243, paragraph 2 each shareholder, when he acquired the shares before the announcement of the agenda;
4. the Board of Directors;
5. each Member of the Management Board and the Supervisory Board, if the execution of the decision, members of the management board or the Supervisory Board commit a criminal offence or an offence, or if they would be liable.

§ 246 annulment (1) case must be presented within one month of its decision.
(2) the complaint shall be addressed against the company. The company is represented by Board of management and supervisory board. Accuses the Board of directors or a Board Member, is the society by the Supervisory Board, complains a member of the Board, represented by the Board of Directors they.
(3) only the District Court in whose area the company is headquartered is responsible for the action. A Chamber of Commerce is formed at the District Court that decides in place of the civil section. Article 148, paragraph 2, sentence 3 and 4 shall apply mutatis mutandis. The hearing does not take place before the end of the month deadline of referred to in paragraph 1. The company can immediately after the monthly deadline of paragraph 1 already prior to delivery a filed complaint and can by the Secretariat give excerpts and transcripts. Several legal processes are to connect to the concurrent negotiation and decision.
(4) the Board has to make known the bringing of the action and the deadline for the hearing without delay in the society pages. A shareholder may participate as supporting arbitration only within one month after the notice of complaint.

section 246a release procedure (1) is brought an action against a shareholder resolution a measure of raising capital, the capital reduction (§§ 182 to 240) or a corporate contract (§§ 291-307), so the Court at the request of the company can determine by resolution, that does not preclude the bringing of action registration and defects of the decision of the general meeting must not prejudice the effect of registration. Paragraph 1 on the procedure are section 247, the sections 82, 83 and section 84 of the code of civil procedure, and that is in the first instance to the procedure before the district courts rules of civil procedure according to to apply, unless otherwise determined. A Senate of the higher regional court in whose area the company is headquartered decides on the application.
(2) a decision is taken pursuant to paragraph 1, if 1 the action is inadmissible or manifestly unfounded, 2. the plaintiff within a week after delivery of the request by one or has proven that he has a proportionate amount of at least EUR 1 000 for notice of Convocation or 3. appears primarily the immediate effect be of General Assembly decision, because the major disadvantages presented by the applicant for the company and its shareholders outweigh the disadvantages for the defendant to free conviction of the Court , unless it is before a particular gravity of the infringement of the law.
(3) a transfer to the single judge is excluded; a quality hearing is not required. In urgent cases can be waived a hearing. The adduced facts the decision can be made on the basis of which, are credible. The decision is final. It is binding for the Court; the determination of the administrative finality of the registration acts anyone for and against. The decision is to be issued no later than three months after submission of the; Delays the decision shall be reasoned by unquestionable decision.
(4) the claim proves justified, the company which has issued the decision, is obliged to reimburse the damage the defendant caused him from a decision-based registration of the decision of the annual general meeting. After the registration deficiencies of the decision without prejudice to its implementation; also, removing this effect the registration cannot be required as compensation.

Section 247 dispute (1) value determines the Court, taking into account all the circumstances of the individual case, in particular the importance of the matter for the parties, in its reasonable discretion. He must but one-tenth of the share capital or, if this one-tenth is more than 500,000 euros, only in so far exceed 500,000 euros, to rate higher than the importance of the matter for the plaintiff.
(2) a party is credible, that the load with the process costs would significantly endanger their economic situation after the value of the dispute in accordance with paragraph 1 so the trial court upon application may specify that their commitment to the payment of court costs is based on one of their economy adapted part of the dispute. The arrangement has resulted in that the beneficiary party has to pay the fees of a lawyer only after this part of the dispute. As far as their costs of litigation are imposed or if she takes over this, she has to pay the court fees paid by the opponent and the charges of his lawyer only after the part of the dispute. As far as the extrajudicial costs are imposed on the opponent or taken over by him, the lawyer of the beneficiary party may recover his fees from the opponents after the for this current dispute.
(3) the request referred to in paragraph 2 can be explained before the Court to the writing process. He shall be affixed before the hearing on the merits. Later, he is allowed only if the approved or fixed value is raised by the trial court. Before the decision on the application, the opponent is to hear.
Footnote (+++ article 247, paragraph 2 and 3: the application see § 72 para 2 GNotKG +++) § 248 judgment effect (1) as far as the final judgment annuls decision is explained, acts the opinion for and against all shareholders as well as the members of the Management Board and the Supervisory Board, even if they are not party. The Board shall immediately submit the judgment to the commercial register. The decision in the register was registered, is the judgment to be entered. The registration of the judgment is in the same way as that of the decision to disclose.
(2) the decision was a change to the content, the full text of the Statute, how it turns out, taking into account the judgment and all previous amendments to the statutes shall with the judgment, to be submitted with the certificate of a notary about this fact to the commercial register.

section 248a notices to the application for annulment, the challenge process is finished, the publicly traded company has announced the closure of the proceedings immediately in the society leaves to make. Article 149, paragraph 2 and 3 shall apply accordingly.

Action for annulment (1) a shareholder, the Board of directors or a member of the Executive Board or Supervisory Board proceedings for nullity of a decision by shareholders against the company collects § 249, so find section 246, paragraph 2 paragraph 3, set 1-5, para 4, §§ 246a, 247, 248 and 248a mutatis mutandis. It is not impossible to make null and void in other ways as claimed by bringing the action. The shareholder resolution creates conditions for a conversion pursuant to section 1 of the Act of conversion and the conversion decision is entered, so article 20 para 2 of the conversion Act also applies for the resolution of the annual general meeting.
(2) multiple nullity processes are to connect to the concurrent negotiation and decision. Annulment and appeal processes can be connected.
Second subsection nullity of certain General Assembly decisions § 250 annulment of the election of the Supervisory Board (1) the selection of a supervisory board member by the general meeting is only then void if 1 the Supervisory Board in contravention of article 96 paragraph 4, article 97, paragraph 2, sentence 1 or section 98 subsection 4; composed except in the case of § 241 Nos. 1, 2 and 5
2. the annual general meeting, although it is bound to election proposals (articles 6 and 8 of the coal and steel co-determination Act), a person not proposed elects;
3. the election exceeds the statutory maximum number of supervisory board members is (§ 95);
4. the selected person can; be not member of the Board according to article 100, paragraph 1 and 2 at the start of her tenure
5. the choice is contrary to article 96, paragraph 2.
(2) 1 of the complaint finding that the choice of a supervisory board member is null and void, the Central Works Council of the company are party proceedings or, if in the company only a Works Council the Works Council, and, if the company is dominant companies within a group, the group works Council, 2. the total or company representative Committee of the society or, if in the company is only a representative Committee, the representative Committee as well as , if the company is dominant companies within a group, the group representative Committee, 3. the Central Works Council of another company, whose workers themselves or through delegates take part in the election of the Supervisory Board of the company, or, if the other company only a Works Council the Works Council, 4 the total or company representative Committee of another company, whose workers themselves or through delegates take part in the election of the Supervisory Board of the company , or, if the other company only a representative Committee is the representative Committee, 5 each in society or in an enterprise, whose workers themselves or through delegates take part in the election of the Supervisory Board of the company, represented trade unions and their umbrella organization.
(3) a shareholder, the Board of Directors, a member of the management board or supervisory board or in paragraph 2 is called organization or representative of the employees against the company complaint finding that the choice of a supervisory board member is null and void, shall apply article 246, paragraph 2, paragraph 3 sets 1-4, para. 4, sections 247, 248 paragraph 1 sentence 2, §§ 248a and 249 par. 2 mutatis mutandis. It is not impossible to make null and void in other ways as claimed by bringing the action.

§ 251 the choice of a supervisory board member by the general meeting may appeal against the election of the Supervisory Board (1) due to violation of the law or the statutes are challenged by lawsuit. The annual general meeting of election proposals is bound, so challenging can be supported also, that the nomination is illegally established. § 243 para 4 and article 244 shall apply.
(2) the appeal authority § 245 applies to no. 1, 2 and 4. The choice of a supervisory board member that has been chosen after the Montan - Mitbestimmungsgesetz on proposal of the works councils, may be challenged by each operating Council of operation of society, each Trade Union represented at the premises of the company or their umbrella organization. The choice of another Member of who is elected after the Montan - Mitbestimmungsgesetz or the codetermination supplementary Act on a proposal from the remaining members of the Supervisory Board, may be challenged by any member of the Board.
(3) for the appeal procedure the sections 246, 247, 248 are para 1 sentence 2 and section 248a.

A shareholder collects § 252 sentence effect (1), the Board of Directors, a member of the management board or supervisory board or in article 250, paragraph 2 called action for declaration that the election of a supervisory board member by the general meeting is void organization or representative of the employees against the company, a decision which legally determines the invalidity of the choice for and against all shareholders and employees of the company seems , all workers from other companies, whose workers themselves or through delegates take part in the election of the Supervisory Board of the company, the members of the Management Board and the Supervisory Board, as well as in article 250, paragraph 2 referred to organizations and representatives of the workers, even if they are not party.
(2) the choice of a supervisory board member is explained by the annual general meeting by final judgment annulled, so the verdict for and against all shareholders as well as the members of the Management Board and Supervisory Board acts, even if they are not party. In the case of § 251 par. 2 sentence 2, the judgment also for and against the works councils are entitled to appeal under that provision, trade unions and leading acts even if they are not party.

Article 253 nullity of the decision on the appropriation of profits
(1) the decision on the appropriation of retained earnings is only invalid except in the cases of article 173, paragraph 3 and article 217, paragraph 2 of § 241, if the statement of annual accounts, on which it is based is void. The invalidity of the decision for this reason can be made more valid when the nullity of the adoption of the annual financial statements more cannot be relied.
(2) section 249 applies to the application for declaration of invalidity against the company.

§ 254 contestation of the decision on the appropriation of profits (1) the decision on the appropriation of profits can be appealed also except according to § 243, if the shareholders dividends profit set amounts in retained earnings or as win argues, not according to law or the statutes of the distribution among the shareholders are excluded, although the setting or the profit carried forward in sound business judgment is not necessary , to the life and resistance of the society for one with regard to the economic and financial needs to secure assessable period and thus the shareholders no profit amounting to at least four per cent of the share capital less distributed by still-not-required deposits.
(2) the §§ 244 to 246 shall apply for the avoidance, 247-248a. The opposition deadline does not begin the decision-making process also to reconsider is the annual financial statements according to section 316, paragraph 3 of the commercial code. A challenge pursuant to paragraph 1, shareholders are only authorised if their shares together reach the twentieth part of the share capital or the proportionate amount of 500,000 euros.

§ 255 appeal of a capital increase against contributions in (1) the decision on a capital increase against deposits may be appealed according to § 243.
(2) the appeal may, be, based if the subscription right of the shareholders wholly or in part is been ruled out, also that the expenditure resulting from its decision to increase or the minimum amount, under which the new shares not to be echoed, is unreasonably low. This does not apply if the new shares to be acquired by a third party with the obligation to offer them to the shareholders for subscription.
(3) the sections 244-248a shall apply for the challenge.
Second section revocation of the adopted annual financial statements section 256 invalidity (1) a determined financial statements is void except in the cases of § 173, paragraph 3, article 234 para. 3 and article 235, paragraph 2, if; been 1 through its content violated regulations, which are exclusively or mainly to the protection of creditors of the company, 2. in the case of a statutory audit obligation not according to section 316, paragraph 1 and 3 of the commercial code checked
3. it in the case of a statutory onus of inspection of persons has been tested, that according to article 319 para. 1 of the commercial code or article 25 of the introductory act to the German commercial code are not Auditors or for reasons other than a breach of article 319, paragraph 2, 3 or 4, ordered § 319a section 1 or section 319 b of § 1 of the commercial code to the Auditor are 4. in stating the provisions of the Act or the articles of Association on the setting of amounts in capital or retained earnings or about the collection of amounts of capital or reserves have been injured.
(2) an annual accounts established by management board and Supervisory Board is only invalid except pursuant to paragraph 1, if the Board of directors or the Supervisory Board has improperly participated in his determination.
(3) an of the general meeting is adopted annual financial statements other than referred to in paragraph 1 only void if the finding 1 in a general meeting has been decided which set 1 or paragraph 4 was convened in contravention of section 121 paragraph 2 and 3, 2. not according to article 130, paragraph 1 and 2, sentence 1 and paragraph 4 is beurkundet, 3/annulment judgment legally annulled has been declared.
(4) for violation of the provisions on the arrangement of the annual accounts, as well as due to the non-observance of forms, according to which the financial statements are to integrate, the financial statements are only invalid, if its clarity and transparency as a result are significantly impaired.
(5) breach the valuation rules, the financial statements are only null and void when inflated post 1 or 2 items are undervalued and this is intentionally incorrect played or obscures the assets and earnings of the company.
Assets that are overvalued if they have a higher value, liabilities, if they are applied with a lower amount than is permissible under sections 253 to 256 of the commercial code. Assets that are undervalued if it with a lower value, liabilities, if they are applied with a higher amount than is permissible under sections 253 to 256 of the commercial code. Credit institutions or financial services institutions and capital management companies in the sense of § 17 of the investment law a violation of the valuation rules does not exist as far as the derogation is permitted under the applicable regulations, in particular the sections 340e to 340 g of the commercial code, This applies b accordingly for insurance companies in accordance with the applicable rules, in particular the sections 341 341 h of the commercial code.
(6) the invalidity pursuant to paragraph 1 No. 1, 3 and 4, paragraph 2, paragraph 3 No. 1 and 2, 4 and 5 cannot be more claimed no. 3 and 4, paragraph 2 and paragraph 3 are, if since the announcement after section 325, paragraph 2 of the commercial code in cases of paragraph 1 Nos. 1 and 2 six months , in the other cases, three years passed are. An action for nullity of the accounts is pending, at the end of the period the period over the action is legally decided or it has finally done otherwise extended.
(7) section 249 applies for the action for nullity against the company. The company issued securities within the meaning of § 2 para 1 sentence 1 of the German Securities Trading Act, which are approved on a domestic stock exchange for trading on the regulated market, the Court of the Federal Agency for financial services supervision has the input of an action for declaration of invalidity as well as any final decision on this complaint to inform.

§ 257 contestation of the financial statements by the general meeting (1) the determination of the annual accounts by the annual general meeting may be appealed according to § 243. The challenge can be supported but not that the contents of the annual accounts is contrary to law or the articles of Association.
(2) the §§ 244 to 246 shall apply for the avoidance, 247-248a. The opposition deadline does not begin the decision-making process also to reconsider is the annual financial statements according to section 316, paragraph 3 of the commercial code.
Third section special testing because illegal underpricing § 258 is ordering the special Auditor (1) reason for adopting, (§ 256 paragraph 5 sentence 3) or 2 the information required or not completely containing Annex and the Executive Board in the annual general meeting, although according to them has been asked, has not made the lack of information and the inclusion of the question in the transcript is been asked are that 1 in a determined financial statements significantly undervalued certain items , so the Court at the request of special inspectors shall appoint. The special Auditors have faulted items on it to check whether they are significantly undervalued. You have to consider whether statutory markings have been made, or not completely and the Board of Directors at the annual general meeting, although according to them has been asked, has not made the lack of information and the inclusion of the question in the transcript is asked to the annex.
(1a) credit institutions or financial services institutions and capital management companies in the sense of § 17 of the investment code a Special Inspector can not order referred to in paragraph 1, insofar as the undervaluation or the lack of information in the annex based on the application of with of section 340f of the commercial code.
(2) the application must be made within one month after the annual general meeting on the financial statements. This also applies if the financial statements is to reconsider after section 316, paragraph 3 of the commercial code. It can be made only by shareholders, whose Anteile together meet the threshold of § 142 paragraph 2. The applicants will have to deposit the shares until the decision on the application or to present an insurance policy of the depositary institution, that the shares so long not be sold, and to make that they are holders of the shares for at least three months prior to the date of the annual general meeting. The Glaubhaftmachung an affidavit before a notary is sufficient.
(3) before ordering the Court the Board, listen to the Supervisory Board and the Auditors. The appeal is admissible against the decision. The District Court, in whose district, the company has its headquarters decides whether the request referred to in paragraph 1.
(4) Special Inspector can be only Auditors and auditing firms referred to in paragraph 1. Paragraph 319a apply to selecting § 319 ABS. 2 to 4, para 1 and article 319 b para 1 of the commercial code you receive. The company's Auditors and persons who were Auditors of the company in the last three years prior to ordering, not Special Inspector can be referred to in paragraph 1.
(5) § 142 paragraph 6 adequate cash reimbursements and the compensation of court appointed Special Auditors, § 145 par. 1-3 on the rights of the special investigator, section 146 of the costs of the special audit and § 323 of the commercial code concerning the liability of the statutory auditor shall apply accordingly. The Special Inspector referred to in paragraph 1 have the rights according to § 145 par. 2 also compared with the company's Auditors.

§ 259 audit report. Final findings (1) the special Auditors have on the outcome of the examination in writing to report. Bodies which are proof that items are overrated (article 256 paragraph 5 sentence 2), or that against the rules on the outline of the annual accounts is contrary or ignored forms special Auditors in carrying out their responsibilities, so have to they also report. § 145 paragraph 4 to 6 shall apply mutatis mutandis for the report.
(2) the faulted items after the results of the audits substantially undervalued (§ 256 paragraph 5 sentence 3), so the special examiner at the end of the report in a final statement have to explain 1 what value the individual asset items at least and with what amount to apply no more than were the individual liabilities;
2. by what amount would have net income increases with the approach of these values or amounts or reduced the annual deficit.
The special Auditors have to consider assessing the situation at the date of the financial statements. You have the valuation and depreciation method to apply, according to which society has rated items to be evaluated or comparable items in acceptable way for the approach of the values and amounts referred to in point 1.
(3) are not according to the result of the examination the faulted items or only marginally undervalued (§ 256 paragraph 5 sentence 3), so have the special examiner at the end of the report in a final statement to explain that the faulted items are not excessively undervalued after their obligatory testing and assessment.
(4) after the results of the audits the annex or not completely contain the prescribed information and the Board of Directors at the annual general meeting, although according to them has been asked, not made the lack of information and the inclusion of the question in the transcript is been requires, so have the special examiner at the end of the report in a final statement to provide the missing information. Also the amount is providing refrain from deviations of valuation or depreciation methods have been, is so in determining final to indicate, to the net income or net loss would have been higher or lower without the variation, which specified failed. Are after the results of the audits no information refrain pursuant to sentence 1 has been, so have the special examiner in a final statement to explain that none of the information required is been performed after their obligatory testing and assessment in the annex.
(5) the Board has the final findings of special inspectors to immediately in society leaves to make known the paragraphs 2 to 4.

§ 260 judicial decision on the final findings of the special investigator (1) against final findings in special inspectors according to section 259, paragraph 2 and 3 can the company or shareholders, whose Anteile together reach the twentieth part of the share capital or the proportionate amount of 500 000 euro, within one month after publication in the Federal Gazette apply the decision by the Court according to article 132, paragraph 1. Article 258, paragraph 2, sentence 4 and 5 shall apply mutatis mutandis. The application must be directed on determination of the amount with which the asset to label in the application at least or the liabilities to label in the application to set a maximum. The request of the company can be focused also on finding, that the financial statements did not contain the undervaluation in the final determination of the special investigator.
(2) on application, the Court under all circumstances decides free opinion. Section 259, paragraph 2, sentence 2 and 3 shall apply. As far as it is connected to the full clarification of all relevant circumstances with considerable difficulties, the Court has to assess the applicable values or amounts.
(3) section 99 para 1, para 2 sentence 1, par. 3 and 5 shall apply mutatis mutandis. It is the Court of its decision of the company and, if shareholders have made the request referred to in paragraph 1, this was to make. It has to make them known also without reasons in the company leaves. The appeal is to the company and shareholders, whose Anteile together reach the twentieth part of the share capital or the proportionate amount of 500 000 euro. Article 258, paragraph 2, sentence 4 and 5 shall apply mutatis mutandis. The appeal period begins with the publication of the decision in the Federal Gazette, but for society and, if shareholders have made the request referred to in paragraph 1, also for them not from the notification of the decision.
(4) the cost is, if the application is successful, the company, otherwise impose on the applicant. section 247 shall apply mutatis mutandis.
Footnote (+++ § 260 para 4 sentence 2: to apply cf. § 72 para 2 GNotKG +++) § 261 decision about the income due to higher review (1) special Auditors in its final determination have stated that items are undervalued, and so is against this statement within the period specified in article 260, paragraph 1 of the request for judicial decision has been made are the posts in the first annual financial statements , which is situated after this period, using the values provided by the special Auditors or amounts. A lower value does not, as far as due to changed conditions, especially for items that are subject to wear due to abrasion, according to §§ 253 to 256 of the commercial code, or according to the principles of proper accounting for assets or liabilities to apply a higher amount. In this case is to give the reasons in the annex and to represent the development of the value provided by the special Auditors or amount to the amount or value pursuant to sentence 2 in a special account. The items are no longer available, so this and the use of the income from the disposal of items in annex is to report. At the individual items of the balance of the year, the differences are note to on the basis of set 1 and 2 assets to a higher value or liabilities with a lower amount have been used to. The total amount of the difference is on the liabilities side of the balance sheet and in the profit and loss account as "Yield due to higher rating according to the result of the special audit" separately.
(2) the court seised in accordance with § 260 has noted that assets are undervalued, so the posts in the first annual accounts that is prepared in accordance with legal force of the decision, paragraph 1 you receive is valid for the approach. The total amount of the difference is as separately "Income due to higher rating of in accordance with a judicial decision".
(3) the income from higher assessment in accordance with paragraphs 1 and 2 is expecting for the application of section 58 to the profit for the year. The AGM decides on the appropriation of income net of taxes to be paid to him as far as not in the financial statements a balance sheet loss shown, is not covered by capital or retained earnings.

section 261a releases on the federal financial services supervisory authority the Court has to inform the Federal Agency for financial services supervision a request for appointment of a special auditor, any final decision on the appointment of special Auditors, the audit report and a final judicial decision of final findings of special inspectors according to § 260 if the company securities within the meaning of § 2 para 1 sentence 1 of the German Securities Trading Act has issued , which are approved on a domestic stock exchange for trading on the regulated market.
Eighth part dissolution and annulment of the company first section resolution first subsection resolution reasons and registration § 262 resolution reasons (1) which is joint-stock company resolved 1. expiry of the time specified in the articles of Association;
2. by decision of the general meeting; This requires a majority comprising at least three-quarters of the share capital represented at the vote; the Statute may determine a greater majority of capital and other requirements;
3. due to the opening of insolvency proceedings over the assets of the company;
4. with the legal force of the decision by the opening of insolvency proceedings due to lack of mass rejects;
5. with the legal force of a decree of the Court, which according to article 399 of the Act on the procedure in family matters and in matters of voluntary jurisdiction a deficiency of the Statute; noted
6 by deleting the company due to lack of assets according to § 394 of the law on the procedure in family matters and in matters of voluntary jurisdiction.
(2) this section also applies if the Corporation for other reasons is resolved.

§ 263 application and registration of the resolution
The Board of Directors has to register the dissolution of the company to be registered in the commercial register. This does not apply in the cases of the opening and the rejection of the opening of the insolvency proceedings (section 262, paragraph 1 Nos. 3 and 4) as well as in the case of the judicial determination of a defect of the Statute (article 262, paragraph 1 No. 5). In these cases, the Court has officio enter the resolution and its reason. In the case of the deletion of the society (article 262, paragraph 1 No. 6) is the registration of the dissolution.
Second subsection processing section 264 need processing (1) after the dissolution of the company will be carrying out instead, if not was opened insolvency proceedings over the assets of the company.
(2) so a settlement the society through deletion due to lack of assets is resolved, takes place only, if the deletion turns out, that there is property that is subject to the distribution. The processors are appointed at the request of one of the parties by the Court.
(3) If this subsection or the purpose of the processing otherwise, continue to apply the rules which apply to unresolved companies are on the company until the end of the settlement.

Section 265 Unwinder (1) carrying out get the Board members as a processor.
(2) the bylaws or a resolution of the general meeting may appoint anyone other than processors. Article 76, paragraph 3, sentence 2 and 3 shall apply mutatis mutandis for the selection of the Unwinder. Also a legal person can be processor.
(3) at the request of the Supervisory Board or a minority of shareholders, whose Anteile together reach the twentieth part of the share capital or the proportionate amount of 500 000 euro, the Court is if there is an important reason to order the processor and remove. The shareholders have to make, that they are holders of the shares for at least three months. An affidavit sufficient in a court or notary to the Glaubhaftmachung. The appeal is admissible against the decision.
(4) the court appointed Unwinder have entitlement to reasonable cash reimbursements and remuneration for their work. Not agree the court-appointed Unwinder and the society, so the Court shall determine the expenses and remuneration. Against the decision the appeal is allowed; the appeal is excluded. From the final decision enforcement takes place according to the code of civil procedure.
(5) processor, which are not ordered by the Court, the general meeting at any time can recalled. The General rules apply to the claims arising from the employment contract.
(6) the provisions of paragraphs 2 through 5 do not apply to the personnel Director, as far as determined according to the regulations of the coal and steel co-determination Act his appointment and dismissal.

§ 266 registration the Unwinder (1) which has first processors, as well as their power to represent the Board, any change of the Unwinder and any change of their powers of representation have to register the Unwinder for registration in the commercial register.
(2) the documents about the appointment or dismissal and the power of representation in original or publicly certified copy the application shall be attached.
(3) in the application you offs to assure that no circumstances exist which preclude their appointment through section 265 para 2 sentence 2, and that they have been taught their unlimited obligation to supply information to the Court. Section 37, paragraph 2, sentence 2 shall apply.
(4) the appointment or dismissal of processors by the Court is entered automatically.
(5) (lapsed) § 267 call of the creditors the processor have to ask the creditors of the company having regard to the dissolution of the company, to register their claims. The invitation is to be published in the company leaves.

§ 268 obligations the Unwinder (1) the processor have to end the current business, to collect the receivables, to implement the other assets in money and satisfy the creditors. So far as it requires the settlement, they may enter new businesses.
(2) in the other, the processor within its business circle have the rights and duties of the Board. Like this, you are subject to the supervision of the Supervisory Board.
(3) the non-compete obligation of section 88 does not apply to them.
(4) on all business letters that are addressed to a specific recipient, the legal form and the company, the fact that the company is in settlement must specify the Court of the registered office of the company and the number under which the company in the commercial register is registered, as well as all processors and the Chairman of the Supervisory Board with the family name and at least one advertised given name. Be made information about the company's capital, the total amount of outstanding deposits must be indicated in each case the share capital and, if the issue price is not fully paid up on the shares. The information pursuant to sentence 1 not required for communications or reports, taken in the context of an existing business relationship, and usually forms used for, where only the specific information required in individual cases need to be inserted. Purchase orders are considered business letters within the meaning of sentence 1; Sentence 3 shall not apply to them.

§ 269 representation by the Unwinder (1) the processors represent the company judicially and out of court.
(2) multiple processors are ordered, so empowered, if the articles of association or the otherwise competent authority otherwise determines all Unwinder only jointly to the representation of the company. A declaration of intent to the company is to submit the tax to a processor is sufficient.
(3) the articles of association or the otherwise competent authority can also determine that individual processor are alone or power in the community with an attorney to represent the company. The Supervisory Board can determine the same, if the bylaws or a resolution of the general meeting has authorised him to do this. Paragraph 2 sentence 2 shall apply accordingly in these cases.
(4) Unwinder authorised to the overall representation may authorize one of them to carry out of certain transactions or certain kinds of transactions. This shall apply mutatis mutandis if a single processor together with a Prokurist to represent the company is authorised.
(5) the powers of representation in the processor cannot be restricted.
(6) processor draw for the company, by adding an additional suggested the settlement and its name signature of the company.

§ 270 opening balance sheet. Annual financial statements and management report (1) the processor have a balance (opening balance) and a report that explanatory opening balance sheet for the beginning of the processing as well as to prepare for the end of each year an annual financial statements and a management report.
(2) the general meeting shall decide on the adoption of the opening balance sheet and the annual accounts, as well as on the discharge of the processor and of the members of the Supervisory Board. On the opening balance sheet and the explanatory report, the rules governing the annual accounts are apply mutatis mutandis. Fixed assets are to assess, as far as their sale is intended for a prudent period or those assets no longer serve the business however as current assets; This also applies to the financial statements.
(3) the Court may exempt from the examination of the annual financial statements and the management report by an auditor, if the conditions of society are so straightforward, that in the interests of creditors and shareholders is not required. The appeal is admissible against the decision.

§ 271 distribution of assets (1) that is the remaining assets of the company after the correction of the liabilities is distributed among the shareholders.
(2) the assets is to distribute, if there are no shares with different rights in the distribution of assets of the company for the shares in the share capital.
(3) the deposits on capital, not on all of the shares in the same proportions are done, so paid deposits will be refunded and a surplus distributed to the shares in the share capital. Assets refund of deposits is not sufficient, the shareholders will have to bear the loss according to their shares in the subscribed capital; the remaining deposits are, if necessary, to collect.

§ 272 bankruptcy protection (1) the assets may be distributed only if a year has passed since the day on which the calling of creditors has been made known.
(2) a known creditor does not register, so to deposit, unless there is a right to deposit the amount owed to him.
(3) If a liability at the time not corrected will be or it is in dispute, so assets may be distributed only when security is done the creditors.

§ 273 the settlement ended final which is processing (1) and put the final invoice, so have the Unwinder to sign the final of settlement to the registration in the commercial register. The company is to delete.
(2) the books and writings of the society shall be deposited in a safe place to store ten years determined by the Court.
(3) the Court may permit the inspection of the books and writings of the shareholders and creditors.
(4) it turns out later that other management measures are needed, so the Court at the request of a party to order the existing processor or to appoint other processors. Section 265 para 4 shall apply.
(5) against the decisions taken pursuant to paragraphs 2, 3 and 4, the appeal is allowed the set 1.

§ 274 continuation of a defunct company (1) was dissolved a joint-stock company by lapse of time or by resolution of the general meeting, the general meeting may decide as long as still has not started with the distribution of assets among the shareholders, the continuation of the company. The decision requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements.
(2) Similarly, if has been dissolved the company 1 through the opening of the insolvency proceedings, the proceedings but discontinued at the request of the debtor, or lifted after the confirmation of an insolvency plan, which provides for the continued existence of the company;
2. due to the judicial finding of a defect of the Statute according to section 262, paragraph 1 No. 5 was dissolved, but at the latest at the same time decided a change remedied the deficiency with the continuation of the company.
(3) the processor have to login the continuation of the company to be registered in the commercial register. You have to prove that still not with the distribution of the assets of the company, the shareholders has been started at login.
(4) continuation decision will only take effect if he is registered in the commercial register of the seat of the company. In the case of paragraph 2 the continuation decision, no. 2 has no effect as long as he and the decision on the amendment to the Constitution not in the commercial register of the seat of the company have been registered; the two decisions should only be entered in the commercial register.
Second section of annulment of the company section 275 lawsuit on annulment (1) the Statute contains no provisions on the amount of the share capital or about the object of the company or the provisions of the articles of Association on the objects of the company are null and void, so each shareholder and each Member of the Management Board and the Supervisory Board that can complain that the company annulled will explained. The action can not be based on other reasons.
(2) so the action can the defect is cured according to § 276, may be brought until, after a complaint justified, urged the company to remedy the defect, and she is not fulfilled within three months this prompt.
(3) the action must be brought within three years after the registration of the company. A deletion of the society by virtue is not excluded pursuant to section 397 paragraph 1 of the law on the procedure in family matters and in matters of voluntary jurisdiction by the passage of time.
(4) for the avoidance § 246 para 2 to 4, sections 247, 248 apply set 1, §§ 248a, 249 paragraph 2 paragraph 1 accordingly. The Board of Directors has to submit a certified copy of the complaint and the final judgment to the commercial register. The nullity of the company on the basis of final judgment is entered.

Cure a defect that affects the provisions relating to the object of the company, § 276 may in accordance with the provisions of the Act and be cured of the Statute on statutes.

Section 277 the nullity of a company on the basis of final judgment or a decision of the Court in the commercial effect of the registration of invalidity (1) is registered, so the settlement takes place according to the rules on the settlement at resolution.
(2) the effectiveness of the legal transactions made on behalf of the company is not affected by the annulment.
(3) the shareholders have to make deposits as far as it is necessary for the fulfilment of obligations entered.
Kommanditgesellschaft auf Aktien § 278's second book essence of the partnership limited by shares (1) which is a partnership limited by shares are a company with its own legal personality, in which at least a partners unlimited liability company creditors (General Partner) and the other involved capital disassembled in share, without personally liable (KGaA) for the liabilities of the company.
(2) the legal relationship of the general partner each other and compared to the whole of the KGaA as well as to third parties, namely the powers of the general partner to the management and the representation of the company, determined under the provisions of the commercial code of the limited partnership.
(3) In addition the provisions of the first paper on the joint-stock company shall apply for the partnership limited by shares, unless the following provisions or the absence of a Board unless otherwise stated, mutatis mutandis.
Footnote (+++ § 278: the application see § 140 para 2 KAGB +++) § 279 company (1) the company of the partnership limited by shares must, even if it is continued pursuant to § 22 of the commercial code or by other statutory provisions containing the designation "Kommanditgesellschaft auf Aktien" or a generally understandable abbreviation of that name.
(2) If no natural person personally liable in the society, the company must contain, even if it is continued pursuant to § 22 of the commercial code or by other statutory provisions, a label, which denotes the limitation of liability.
Footnote (+++ § 279: application cf. § 140 para 2 KAGB +++) section 280 finding of the Statute. Founder (1) the articles of association must be determined by notarization. In the document, the par value, shares are the number, the amount of output at nominal value shares and, if there are several genera, to specify the genus of the shares, each participant takes over. Agents require a notarized power of attorney.
(2) any general partner must participate in establishing the Statute. The people must cooperate except them which take over as KGaA shares against contributions.
(3) the partners who have found the Statute, are the founders of the company.
Footnote (+++ section 280: application cf. § 140 para 2 KAGB +++) section 281 contents of the Statute (1) the Statute must except the determinations according to § 23 para 3 and 4 contain the name, surname and place of residence of each personally liable partner.
(2) the personally liable partner contributions must, if they are provided, are set according to amount and type in the Statute not on the capital.
(3) (lapsed) footnote (+++ section 281: application cf. § 140 para 2 KAGB +++) § 282 are registration of the personally liable partner with the registration of the company in the commercial register to specify the general partner instead of Board members. It is also to enter, what authority have the personally liable partner.
Footnote (+++ § 282: to the application see § 140 para 2 KAGB +++) § 283 personally liable partner for the general partner shall apply mutatis mutandis the rules applicable to the Board of Directors of the joint-stock company about 1 the registrations, filings, explanations and evidence to the commercial register, as well as notices;
2. the examination of establishment of;
3. the duty of care and responsibility.
4. the obligations of the Supervisory Board;
5. the admissibility of a credit;
6. the convening of the general meeting;
7. the special audit;
8. the assertion of claims for compensation because of the Management Board;
9. the installation, presentation and audit of the annual financial statements and the proposal for the appropriation of profits;
10. the presentation and examination of the management report and consolidated financial statements and a group management report;
11. the presentation, audit and disclosure of financial statements according to section 325 para 2a of the commercial code;
12. the issue of shares in conditional capital increase authorised capital and capital increase out of company funds;
13. the nullity and rescission of general meeting decisions;
14. the request for opening of the insolvency proceedings.
Footnote (+++ § 283: application cf. § 140 para 2 KAGB +++) § 284 non-compete (1) a general partner may without the consent of the other general partner and Supervisory Board in the branch of the society for its own or a third party Bill to do business nor be member of the Board of directors or Managing Director personally liable partner of another similar trade company. The consent may be granted only for certain types of transactions or for certain companies.
(2) If a personally liable partner is contrary to this prohibition, the company may claim compensation. She may require instead of the shareholder can be entered are the transactions for its own account as for account of the company and publishes the compensation-related transactions on behalf or assigns his right to remuneration.
(3) the claims of the society shall expire three months after the date in which the remaining personally liable shareholders and the Supervisory Board from the action mandatory to the damages should become aware or without gross negligence. Regardless of this knowing or grossly negligent ignorance you lapse after five years from their creation at.
Footnote (+++ § 284: application cf. § 140 para 2 KAGB +++) § 285 AGM (1) at the annual general meeting the personally liable shareholders have only one vote for their shares. You can exercise the right to vote neither for themselves nor for another in decision-making about 1. election and dismissal of Directors;
2. the relief of the personally liable partners and the members of the Supervisory Board;
3. the order of special Auditors;
4. the assertion of claims for compensation;
5. the waiver of claims for compensation;
6. the election of Auditors.
At these resolutions their voting rights may not be exercised also by another.
(2) the resolutions of the general meeting require the consent of the General Partner insofar as they relate to matters for which the consent of the general partner and the limited partners is required for a limited partnership. The exercise of powers that are entitled to the annual general meeting or a minority of Kommanditaktionären when ordering by examiners and claims of the company from the founding or Managing Director, not the consent of the general partner.
(3) the decisions of the general meeting, requiring the consent of the general partner, are the commercial register only to submit, if there is consent. Decisions, which are to enter in the commercial register, are involved in the trial transcript or in an annex to the minutes is to notarize.
Footnote (+++ section 285: application cf. § 140 para 2 KAGB +++) § 286 financial statements. Management report (1) the General Meeting decides on the approval of the financial statements. The decision requires the consent of the general partner.
(2) the capital shares of the general partner are separately in the annual balance sheet under the item "Share capital". The loss attributable to the equity of a personally liable partner for the year is to write off from the capital. As far as the loss exceeds the share of capital, he is on the active page under the name "Personally liable partner commitments" under the requirements separately, unless a payment obligation; There is no obligation for payment, the amount as a "Loss of covered by contributions personally liable partner" is to describe and to designate pursuant to section 268, paragraph 3 of the commercial code. Falling under section 89 loans granted the company partners, their spouses, partners or minors or third parties acting on behalf of such persons, are on the active page in the corresponding items under the name to note "to personally liable partners and their families".
(3) in the profit and loss account, he needs the capital shares of the general partner of deferred gain or loss to be reported separately.
(4) § 285 Nr. 9 letter a and b of the commercial code applies to the personally liable partner with the proviso that the income attributable to the equity of a personally liable partner needs to be specified.
Footnote (+++ § 286: application cf. § 140 para 2 KAGB +++) § 287 Supervisory Board (1) leading decisions of the KGaA from the Supervisory Board, if the Statute otherwise.
(2) in disputes that may lead the whole of the KGaA against the general partner or them against the whole of the KGaA, the supervisory board represents the KGaA if the general meeting has chosen no special representatives. The company is liable for the cost of the dispute, which covered the Kommanditaktionären to load, without prejudice to its recourse against the KGaA.
(3) personally liable partners can be no supervisory board members.
Footnote (+++ § 287: application cf. § 140 para 2 KAGB +++) § 288 withdrawals of the general partner. A loss which exceeds its share capital accounted for by a personally liable partner lending (1), so he may see a profit on its share of the capital. He must see also no such dividend and no money on its capital share, as long as the sum of the balance sheet loss, commitments, loss shares of personally liable partner and receivables from loans to personally liable partners and their families exceeds the sum of retained earnings, capital and retained earnings and capital shares of the general partner.
(2) as long as the requirement of paragraph 1 sentence 2, the company may grant any under § 286 paragraph 2 sentence 4 falling credit. A still granted credit is without regard to conflicting agreements to be returned immediately.
(3) claims of personally liable shareholder activity not dependent on winning in tariffs are not affected by these regulations. Section 87, paragraph 2, sentence 1 and 2 shall apply mutatis mutandis to a reduction of such fees.
Footnote (+++ § 288: application cf. § 140 para 2 KAGB +++) § 289, unless otherwise determined in the paragraphs 2 to 6 is resolution (1) which set up grounds for the dissolution of the partnership on shares and the withdrawal of several partners from the company under the provisions of the commercial code of the limited partnership.
(2) the partnership limited by shares is resolved even 1 with the legal force of the decision by the opening of insolvency proceedings due to lack of mass is rejected;
2. with the legal force of a decree of the Court, which according to article 399 of the Act on the procedure in family matters and in matters of voluntary jurisdiction a deficiency of the Statute; noted
3. due to the deletion of the company due to lack of assets according to § 394 of the law on the procedure in family matters and in matters of voluntary jurisdiction.
(3) due to the opening of insolvency proceedings against the assets of a shareholder, the company is not dissolved. The creditor of a shareholder is not entitled to terminate the company.
(4) for the termination of the company by the KGaA and for their consent to the dissolution of the company, a decision of the general meeting is required. The same applies to the request for dissolution of the company by a judicial decision. The decision requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements.
(5) personally liable partners can only be eliminated other than by exclusion, when it declared the Statute to be admissible.
(6) the dissolution of the company and the retirement of a personally liable partner is to login by all partners to the registration in the commercial register. Section 143, paragraph 3 of the commercial code shall apply mutatis mutandis. In the cases of paragraph 2, the Court has officio enter the resolution and its reason. In the case of paragraph 2, the registration of the dissolution is no. 3.
Footnote (+++ § 289: application cf. § 140 para 2 KAGB +++) § 290 settlement (1) carrying out get all of the personally liable partner and one or more persons elected by the general meeting as a processor, when the Constitution states otherwise.
(2) also each personally liable shareholder can request the appointment or dismissal of processors by the Court.
(3) so a settlement the society through deletion due to lack of assets is resolved, takes place only, if the deletion turns out, that there is property that is subject to the distribution. The processors are appointed at the request of one of the parties by the Court.
Footnote (+++ § 290: application cf. § 140 para 2 KAGB +++) third book affiliates, first part of first corporate contracts section types of business contracts § 291 domination agreement. (1) corporate contracts are contracts, by which a corporation or partnership limited by shares subordinate the management of their company to another company (domination agreement) or committed to transfer its entire profit to another company (profit transfer agreement) profit and loss transfer agreement. Treaty on the transfer of the whole profit is considered to be a contract by which a corporation or partnership limited by shares's takes over, to conduct their business on behalf of another company.
(2) companies that are not dependent on each other, by contract under common management, unless this one is dependent on them by another Contracting Company imagine, so this agreement is not a domination agreement.
(3) of society in existence of a domination or a profit transfer agreement benefits are not considered violation of sections 57, 58 and 60.
§ 292 other corporate contracts are (1) corporate contracts also contracts, through the a public limited company or partnership limited by shares 1 committed wholly or in part with the earnings of other companies or individual plants of other companies sharing a common profit to put together their profit or the profit of individual establishments (profit community), 2. committed (partial profit transfer agreement) wholly or in part to another to pay a portion of their profit or the profit of individual establishments , 3. the operation of the company another leased or otherwise leaves (operating lease, operating licensing contract).
(2) a contract for a profit-sharing with members of Management Board and supervisory board or individual employees of the company, as well as an agreement over profit-sharing in the context of contracts of current business or license agreements is not a partial profit transfer agreement.
(3) an operating lease or operating licensing contract and the decision by the annual general meeting has approved the Treaty, are not therefore void, because the contract is contrary to sections 57, 58 and 60. Sentence 1 does not preclude appeals against the decision due to this violation.
Second section conclusion, amendment and termination of intercompany agreements § 293 approval of the annual general meeting (1) is a corporate contract only with the consent of the annual general meeting effective. The decision requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements. On the decision, the provisions of the law and the articles of the statutes are not applicable.
(2) a control or a profit transfer agreement is if the other Contracting Party a corporation or partnership limited by shares is only effective, if the main Assembly also agrees to this society. Paragraph 1 shall apply for the decision set 2 to 4 apply accordingly.
(3) the contract require the written form.
(4) § 293a report on the Enterprise Agreement (1) the Board of each corporation involved in a business contract or partnership limited by shares has, as far as the approval of the general meeting according to § 293 is required to submit a detailed written report in the company agreement, the contract in detail and in particular the type and quantum of compensation according to § 304 and the compensation according to § 305 legally and economically and; founded the report may be reimbursed by the boards together. Particular difficulties in the assessment of the contracting companies as well as the consequences for the interests of shareholders, is to point out.
(2) in the report need not be recorded facts, their becoming known is to inflict a considerable disadvantage to a contracting company or an associated company. In this case are the reasons from which the facts have not been recorded, to present the report.
(3) the report is not required if all shareholders of all the companies involved waive its reimbursement by publicly certified Declaration.

§ 293 b examination of the corporate contract (1) which is Enterprise Agreement for each Contracting Corporation or partnership limited by shares through one or more expert Tester (contract auditor) to consider, except that all the dependent company's shares are in the hands of the dominant company.
(2) § 293a para 3 shall apply mutatis mutandis.

§ 293c order the contract Auditor (1) the contract auditor will be selected respectively at the request of the management boards of the contracting companies by the Court and ordered. They can be ordered together at the joint request of the Executive Board members for all contracting companies. The District Court in whose district the dependent company is headquartered is responsible. A Chamber of Commerce is formed at the regional court Chairman in place of the Civil Chamber shall decide. Section 318 para. 5 of the commercial code applies to the replacement of expenses and the remuneration of the auditors appointed by the Court.
(2) § 10 par. 3 to 5 of the conversion Act shall apply accordingly.

§ 293d selection, position and responsibility the contract Auditor (1) for the choice and the right to information of the contract auditors apply § 319 ABS. 1 to 4, § 319a section 1, § 319 in accordance with paragraph 1, article 320, paragraph 1, sentence 2 and paragraph 2 sentence 1 and 2 of the commercial code. The right to information is due to the Contracting Parties and to a group company as well as an addict and a dominant company.
(2) § 323 of the commercial code shall apply accordingly for the responsibility of the contract auditor, their agents, and the contributors when assessing legal representatives of an audit firm. The responsibility in relation to the contracting companies and their shareholders.

§ 293e examination report (1) the contract auditor have on the outcome of the examination in writing to report. The audit report is to conclude with a statement about whether the proposed settlement or the proposed compensation is appropriate. This is to indicate 1 according to which compensation and compensation methods have been identified;
2. for whatever reason, the application of these methods is appropriate;
3. what compensation or what compensation would; each result in the application of various methods, provided that several have been applied, at the same time, it is to explain what weight has been measured at the different methods in determining the proposed compensation or the proposed settlement and the underlying values and what particular difficulties are encountered in the assessment of the contracting companies.
(2) § 293a para 2 and 3 shall apply mutatis mutandis.

§ 293f preparation of the main Assembly (1) from the date of the general meeting which is to decide on approval of the agreement must be in the business area any of the involved public limited liability companies or limited partnerships on shares for the inspection 1 the business contract;
2. the annual financial statements and the management reports of the contracting companies for the last three financial years;
3. According to § 293a reported the Board members and the reported of the contract auditor according to § 293e.
(2) upon request, a copy of the documents referred to in paragraph 1 is any shareholder without delay and free of charge to grant.
(3) the obligations are eliminated pursuant to paragraphs 1 and 2, if the documents referred to in paragraph 1 for the same period on the company's website are accessible.

§ 293 g holding of the general meeting (1) at the annual general meeting are the documents referred to in section 293f, paragraph 1 to make them accessible.
(2) the Board has the enterprise agreement at the beginning of the hearing to explain verbally. It is included with the transcript as an attachment.
(3) any shareholder to provide information also on all essential for the conclusion of the contract issues of the other part of the contract in the main assembly.

§ 294 registration. The effect is the Board which society has to register the existence and the nature of the business contract, as well as the name of the other part of the contract for the registration in the commercial register; If there is a variety of partial profit transfer agreements, also another name may be entered instead of the name of the other part of the contract that specifically determines the respective partial profit transfer agreement. The Treaty and its investments in original are registration and, if he is effective only with the consent of the annual general meeting of the other part of the contract, the transcript of this decision to add copy or publicly certified copy.
(2) the contract is effective only if its existence in the commercial register of the seat of the company is registered.

§ 295 amendment (1) a business contract can be changed only with the consent of the general meeting. sections 293 and 294 shall apply mutatis mutandis.
(2) the consent of the annual general meeting of the company to change the provisions of the Treaty, committing to provide a balance to the minority shareholders of the company or to the acquisition of their shares, are required to be effective, a special decision by the outside shareholders. Article 293, paragraph 1, sentence 2 and 3 applies to the special decision any outside shareholder is on request at the meeting, which decides on the approval to provide information also on all essential for the change in Affairs of other contracting.

Section 296 (1) a lifting company contract may only at the end of the fiscal year or the otherwise contractually specified accounting period shall be repealed. A retroactive cancellation is not permitted. Lifting requires the written form.
(2) a contract that commits to the performance of compensation to outside shareholders or to the acquisition of their shares, can only be lifted if the outside shareholders by special resolution approve. Article 293, paragraph 1, sentence 2 and 3, § 295 paragraph 2 sentence 3 shall apply mutatis mutandis for the special decision.

Section 297 termination
(1) a business contract may be terminated for good cause without observing a notice period. An important reason exists in particular, if the other part of the contract expected to be not capable of is to meet its obligations on the basis of the Treaty.
(2) the Board of Directors of the company may terminate a contract, which is obliged to provide a balance to the minority shareholders of the company or to buy of their shares, only without good reason, if the outside shareholders by special resolution approve. Article 293, paragraph 1, sentence 2 and 3, § 295 paragraph 2 sentence 3 shall apply mutatis mutandis for the special decision.
(3) the contract requires the written form.

§ 298 application and registration the Board of Directors of the company has to sign the termination of a corporate contract, the reason and date of expiration without delay to the entry in the commercial register.

§ 299 exclusion of directives on the basis of a business contract may be granted not the orders of society, to amend the Treaty, maintain or terminate.
Third section backup of the company and the creditors § 300 must be legal reserve in the legal reserve in place of the amount specified in article 150, paragraph 2, 1 if there is a profit and loss transfer agreement without the profit arising, which have deteriorated to a loss carryforward from the prior year net income the amount that is required to the legal reserve under adding a capital reserve fund within the first five years of business , that during the existence of the contract or after carrying out a capital increase start to fill up evenly on the tenth or the higher part of the share capital specified in the articles of Association, but at least the amount specified in paragraph 2;
2. If there is a partial profit transfer agreement, the amount, adjust the arising pursuant to section 150 subsection 2 from the without the profit, reduced to a loss carryforward from the prior year profit for the year to the legal reserve would be;
3. If a domination agreement is, without committing the company to transfer its entire profit is the amount to replenish the legal reserve referred to in point 1, but at least in article 150, paragraph 2 or, if the company is obliged, to lead its profit in part, certain amount in paragraph 2.

§ 301 a company may limit of the profit, no matter which agreements on the calculation of the payable profits have been taken as their profits more than the arising without the profit profit for the year, reduced by a loss carried forward from the previous year, the amount set according to § 300 in the statutory reserves is, and dissipate the according to section 268, para 8 of the commercial code distribution blocked amount. Are set amounts to other revenue reserves during the duration of the contract, so these amounts can be taken from the other revenue reserves and carried off as profit.

§ 302 loss absorption (1) is a control or a profit transfer agreement, so the other part of the contract has to compensate every otherwise incurred during the contract period net loss, as far as this is not balanced amounts are taken from the other retained earnings that have been discontinued during the term of the contract in it.
(2) has a dependent company leased the operation of their company the dominant company or otherwise leave, so has the dominant company to compensate every otherwise incurred during the contract period net loss, as far as the agreed in return not achieved adequate remuneration.
(3) the company can claim on compensation until three years after the day on which the registration of termination of the contract in the commercial had is made known pursuant to § 10 of the commercial code, renounce or use it to compare. This does not apply if the Ausgleichspflichtige is insolvent and compares to stave off the bankruptcy with its creditors, or if the obligation to compensate in an insolvency scheme is regulated. The waiver or settlement takes effect only if the outside shareholders by special resolution approve and not a minority, whose Anteile together reach the tenth part of the share capital represented at the vote, rising opposition to the transcript.
(4) the claims under these regulations shall expire in ten years since the day on which the registration of termination of the contract in the commercial had is made known pursuant to § 10 of the commercial code.

§ 303 bankruptcy protection (1) ends a domination or a profit transfer agreement, so the other part of the contract has the creditors of the company, whose Forderungen have been founded before the termination of the contract in the commercial register registration had is made known pursuant to § 10 of the commercial code, to provide security when they register within six months after the publication of the registration for this purpose with him. The creditors are to point out this right in the publication of the registration.
(2) the right to demand security service, not entitled to creditors, are entitled to preferably satisfaction from a collateral pool in the case of insolvency proceedings, established according to legal regulations for their protection and is State-controlled.
The other part of the contract can vouch for the claim (3) instead of to afford security. section 349 of the commercial code on the exclusion of recourse is not to apply.
Fourth section backup of outside shareholders in the domination and profit transfer agreements § 304 reasonable compensation (1) a profit transfer agreement must provide for reasonable compensation for outside shareholders through a recurring payment related to the shares in the share capital (compensation). A domination agreement must guarantee if the company not to transfer its entire profit is required, a specific annual profit share outside shareholders as reasonable compensation according to the amount for the compensation. By determining a reasonable compensation may be waived only, if the company at the date of adoption of its general meeting on the Treaty has no outside shareholders.
(2) as compensation at least annual payment is due is to assure that as distributed average dividend on each share could be expected after the previous earnings of the company and their future earnings prospects, taking into account an appropriate depreciation and value adjustments, but without education other revenue reserves of. The other part of the contract is a public limited company or partnership limited by shares, so the payment assurances may be given as compensation, each accounted for under making a reasonable conversion ratio the other company's shares as dividend. The adequacy of the conversion is determined by the ratio, in which a merge on a share of the company shares of the other company to grant would be.
(3) a contract that provides for no compensation contrary to paragraph 1 at all, is null and void. Appeals against the decision by the general meeting of the company has agreed to the contract or a falling under § 295 para 2 modification of the Treaty, can be based not on § 243 para 2, or that the compensation specified in the contract is not appropriate. The compensation specified in the contract is not adequate, the Court on application to determine the contractually owed compensation, where specified in § 2 of the casting Procedure Act has it, if the contract referred to in paragraph 2, sentence 2 envisages calculated compensation one has to determine the compensation under this provision.
(4) the Court determines the compensation of the other Contracting Party may terminate the contract within two months after legal effect of the decision without complying with a notice period.

§ 305 severance payment (1) unless the obligation to compensation according to § 304 must a domination or a profit transfer agreement the obligation of the other part of the contract included, to acquire its shares for a reasonable payment specified in the contract at the request of a minority shareholder.
(2) as a termination of contract must, 1 if the other part of the contract a non-related and not in majority-owned joint-stock company or partnership limited by shares established in a Member State of the European Union or in another Contracting State to the agreement on the European economic area, the granting of shares of this company, 2 If the other Contracting Party a a dependent or majority-owned joint stock company or limited partnership on shares and the prevailing company joint-stock company or partnership limited by shares established in one Member State of the European Union or in another Contracting State to the agreement on the European economic area is to provide either the granting of the ruling or involved with the majority of company's shares or a cash payment, 3. in all other cases a cash payment.
(3) are granted as severance pay shares of another company, so is the compensation appropriate to see if the shares in the ratio be granted a merge on a share of the company shares of the other company grant has been, residual amounts may be offset by bare co-payments. The adequate cash compensation must take into account the situation of the company at the date of adoption of its general meeting on the Treaty. It is at the end of the day on which the domination or profit transfer agreement has become effective, to pay interest on an annual 5 percentage points above the respective base interest rate according to § 247 of the civil code; the right to claim of further damages is not excluded.
(4) the obligation to purchase of shares may be temporary. The deadline no earlier than two months after the day on which the registration of the existence of the contract in the register had is made known pursuant to § 10 of the commercial code. Is an application for determination of the compensation or the compensation has been made by the Court specified in article 2 of the award procedure Act, the period ends at the earliest two months after the day on which the decision on the request for last place in the Federal Gazette has been made known.
(5) the appeal of the decision by the general meeting of the company has agreed to the contract or a falling under § 295 para 2 modification of the Treaty, may be based not that the Treaty provides no adequate severance pay. At all treaty none or one not appropriate compensation the paragraphs 1 to 3, so the Court specified in article 2 of the award procedure act on request has to contractually to determine granting compensation. It's no. 2 in the cases of paragraph 2 If the Treaty stipulates the granting of ruling or involved with majority shares, the ratio in which these shares to grant are, if the contract provides not the granting of shares of ruling or involved with majority society to determine the adequate cash compensation. Section 304 (4) shall apply mutatis mutandis.

section 306 (dropped out) § 307 termination to secure outside shareholders has the company at the date of adoption of its annual general meeting of a domination or profit transfer agreement no outside shareholders, so ends the contract at the latest at the end of the fiscal year in which an outside shareholder is involved.
Second part of line power and responsibility for dependence of firms first section line power and responsibility in existence of a mastery of Treaty Article 308 line power (1) a domination agreement, so the ruling company is entitled to give instructions to the Board of Directors of the company with regard to the management of the company. The contract States otherwise, so also instructions can be granted, which are detrimental to society, if they serve the interests of the dominant company or the companies associated with him and the society group.
(2) the Board of Directors is obliged to follow the instructions of the dominant company. He is not entitled to refuse compliance with a directive because it serves not the interests of the dominant company or the companies associated with him and the company group in his view except that obviously is not these issues.
(3) the Board of Directors instructs to perform a transaction that may be carried out only with the consent of the Supervisory Board of the company, and if this consent is not granted within a reasonable period of time, so the Board of Directors has the dominant company to share with. The ruling company reviewed the instructions after this communication, as the consent of the Supervisory Board is no longer required; the instruction may be repeated if the dominant company has a Board of Directors, only with the consent.

Responsibility of the legal representatives of the ruling company (1) a domination agreement is section 309, as the legal representative (in the case of the sole proprietor of the holder) have to apply the diligence of a prudent and conscientious Managing Director the issuance of voting instructions to them the ruling company to the company.
(2) if they violate their obligations, they shall be obliged the society to the resulting damages severally. Dispute is whether they have applied the diligence of a prudent and conscientious Managing Director, she meets the burden of proof.
(3) the company may until three years after the emergence of the claim, and only then on claims without or compare them, if the outside shareholders by special resolution approve and not a minority, whose Anteile together reach the tenth part of the share capital represented at the vote, rising opposition to the transcript. The time limit does not apply if the indemnifiable is insolvent and compares to stave off the bankruptcy with its creditors, or if the obligation to compensate in an insolvency scheme is regulated.
(4) the claims of the society can be claimed by any shareholder. The shareholder can request only service to the company. The replacement can be claimed also by the creditors of the company, as far as they can gain no satisfaction from this. Obligation to pay damages is not excluded by a waiver or settlement the company creditors across. The insolvency proceedings over the assets of the company is opened, the right of shareholders and creditors, to assert the claims of the company, performs during the duration of the liquidator or the custodian.
(5) the claims under these regulations shall expire in five years.

§ 310 accountability of Board members of the society (1) the members of the Management Board and the Supervisory Board of the company shall be liable in addition to the person liable according to § 309 severally, if they have acted in breach of its obligations. Dispute is whether they have applied the diligence of a prudent and conscientious Managing Director, she meets the burden of proof.
(2) the fact that the Supervisory Board has approved the Act, obligation to pay damages is not excluded.
(3) a liability of the management members of the society does not exist if the harmful act is based on a directive, which was to follow after Article 308, paragraph 2.
(4) § 309 para 3 to 5 shall apply.
Second section no domination agreement there is accountability in the absence of a control contract § 311 barriers of influence (1), so a controlling undertaking may use its influence not to cause a dependent Corporation or partnership limited by shares, make a transactions disadvantageous for them or measures to their detriment or to refrain from, except that the disadvantages are balanced.
(2) the compensation not actually occurred during the year, so must no later than at the end of the year of of fiscal in which the downside has been added to the dependent company, be used to determine when and by what the downside is to be compensated. On the benefits to compensate for certain legal entitlement is dependent society to grant.

Report of the Board on relations with affiliated companies (1) no domination agreement is § 312, to board a dependent society has in the first three months of the fiscal year to prepare a report on the relations of the company with affiliated companies. In the report are all legal transactions, which has made the company in the last fiscal year with the dominant company or a company associated with him or at the instigation of or in the interest of these companies, and all other measures, which has taken on the initiative or on behalf of this company in the last fiscal year or refrain from performing. With the legal transactions, performance and counter-performance are to specify the reasons of the action and their advantages and disadvantages for the company when the measures. A balance of disadvantages is to specify in detail how the compensation actually occurred during the year, or on which benefits of the society a legal claim has been granted.
(2) the report must comply with the principles of conscientious and faithful account.
(3) at the end of the report, the Executive Board has to explain whether the company according to the circumstances, who knew him at the time, which made the right business or action taken or refrained from was for all legal transactions for adequate consideration and received was by the fact that the measure has been taken or omitted, not discriminated against. The company was at a disadvantage, he has to explain whether the disadvantages have been compensated. The Declaration is to include in the report.

Section 313 is audit by the external auditor (1) the annual accounts by an auditor to check, the report on relations with affiliated companies to submit the statutory auditor at the same time with the financial statements and the management report. He has to check whether 1 the actual details of the report are right, 2.
When the transactions listed in the report, under the circumstances that were known at the time of its making, the performance of the company not unreasonably high was; as far as them this was whether the disadvantages are offset, 3. the measures listed in the report no circumstances for a substantially different assessment than by the Board talk.
Sentences 1 and 2 of the commercial code shall apply mutatis mutandis in article 320, paragraph 1, sentence 2 and paragraph 2. The rights has the statutory auditor to a group company, as well as due to a dependent or ruling parties under that provision.
(2) the statutory auditor has on the outcome of the examination in writing to report. He notes that the report is incomplete, in the examination of the financial statements, the management report and the report on relations with affiliated companies he has also informed to report. The statutory auditor has to sign his report and to present the Supervisory Board; Opportunity to comment is the Board of directors before the supply line to give.
(3) to raise any objections to the final result of the audit, so has the statutory auditor to confirm this by following notice to the report on relations with affiliated companies: after my/our obligatory audit and assessment I agree / we confirm that 1 the actual details of the report are correct, 2nd in the transactions listed in the report the performance of the company was not unreasonably high or that disadvantages have been compensated , 3. the measures listed in the report speak no circumstances for a substantially different assessment than by the Board of Directors.
The report carries no legal business, is number 2, he performs no action, point 3 of the note is to let go. The auditor for any legal transactions listed in the report has determined that the performance of the company was unreasonably high, number is 2 of the note on this confirmation to limit.
(4) are to raise objections or the statutory auditor has determined that the report on relations with affiliated companies is incomplete, so he has to limit the confirmation or to fail. The Board itself said that the society is been disadvantaged by certain legal transactions or actions without that the disadvantages have been compensated, indicate this in the note and the note on the other legal transactions or measures to limit.
(5) the statutory auditor has to sign the auditor's report with indication of place and day. The auditor's report is to include in the audit report.

§ 314 examination by the Supervisory Board (1) the Board of Directors has to submit the report on relations with affiliated companies the Supervisory Board immediately after its installation. This report and, if the annual accounts by an auditor to check, the audit report of the statutory auditor are also each Member of the Board or, if the Supervisory Board decided this has to transmit to the members of a Committee.
(2) the Supervisory Board has to consider the report on relations with affiliated companies and in his report to the annual general meeting (§ 171 paragraph 2) to report on the outcome of the examination. The annual accounts by an auditor is to consider in the supervisory board this report also to the result of the audit of the report on relations with affiliated companies by the statutory auditors has to take a position. An auditor's report issued by the statutory auditor is to include in the report, explicitly communicated a refusal of the audit report.
(3) at the end of the report, the Supervisory Board has to explain whether objections to the Declaration of the Management Board at the end of the report on relations with affiliated companies are to raise after the final results of his audits.
(4) the annual accounts by an auditor is to check, this has in the negotiations of the Supervisory Board or of a Committee on the report on relations with affiliated companies to participate, and to report on the key findings of his audit.

§ 315 special audit at the request of a shareholder shall appoint special Auditors to audit the business relations of the company to the dominant company or a company associated with him, the Court if 1 the auditor has restricted the auditor's report on relations with affiliated companies or failed, 2. the Supervisory Board has stated that objections to the Declaration of the Management Board at the end of the report on relations with affiliated companies are to raise , 3. the Management Board itself has stated that the company is been disadvantaged by certain legal transactions or measures, without the disadvantages have been compensated.
The application evidence of other facts that justify the suspicion of an pflichtwidrigen disadvantage infliction, can be made by shareholders, whose Anteile together meet the threshold of § 142 paragraph 2 if they make believable that they are holders of the shares for at least three months before the date of submission of. The regional court in whose area the company is headquartered decides on the request. § 142 paragraph 8 shall apply mutatis mutandis. The appeal is admissible against the decision. Has ordered the general meeting to examine same operations special examiner, so each shareholder may file an application according to § 142 para 4.

Articles 312 to 315 316 § no report on relations with affiliated companies in profit and loss transfer agreement do not apply if there is a profit transfer agreement between the subsidiary and the dominant company.

§ 317 responsibility of the dominant company and his legal representatives (1) causes a controlling undertaking a dependent society, which is not a domination agreement, one to make adverse legal business for them or to make a move to their detriment or to refrain from, without having it actually compensates for the disadvantage to the end of the fiscal year or granted a legal right to a benefit given to compensate the dependent company , it is the society to the replacement of her from this resulting damage committed. It is also the shareholders to replace the them this committed resulting damage, insofar as, apart from a damage that is inflicted on them by damaging the company, are damaged.
(2) the obligation does not occur, if also a neat and conscientious Managing Director of an independent society had made the right business or taken the action, or refrain from.
(3) in addition to the dominant company, the legal representative of the company, which led the company to the legal transaction or measure liable severally.
(4) § 309 para 3 to 5 shall apply mutatis mutandis.

§ 318 accountability of Board members of the society (1) the members of the Management Board of the company liable persons as jointly and severally liable, if they have fail under their obligations, the adverse legal transaction or the adverse action in the report about the relations of the company with affiliated companies to perform in addition to according to § 317 or to indicate that the society through the legal transaction or the measure was at a disadvantage and the downside had not been offset. Dispute is whether they have applied the diligence of a prudent and conscientious Managing Director, she meets the burden of proof.
(2) the members of the Supervisory Board of the company shall be liable liable severally in addition to according to § 317, if they have violated their duty to examine the report on relations with affiliated companies and to report (Section 314), the result of the audit to the AGM regarding the adverse legal transaction or the adverse action; Paragraph shall apply mutatis mutandis to 1 sentence 2.
The obligation does not occur (3) society and also to the shareholders, if the action is based on a legitimate decision of the annual general meeting.
(4) § 309 para 3 to 5 shall apply mutatis mutandis.
Third part of integrated societies § 319 the incorporation of the company in another stock company headquartered in Germany (major companies) decide inclusion (1) that can annual general meeting of a public limited company, if all shares of the company are in the hand of the future main society. On the decision, the provisions of the law and the articles of the statutes are not applicable.
(2) the decision on the inclusion takes effect only if the annual general meeting of the future main company agrees. The decision on the approval requires a majority comprising at least three-quarters of the share capital represented at the vote. The Statute may determine a greater majority of capital and other requirements. Paragraph 1 sentence 2 shall apply.
(3) by the convening of the annual general meeting of the future main society, which is to decide on approval of the integration have to be 1 in the business area of this company for the inspection of the draft of inclusion decision;
2. the annual financial statements and the management reports of the participating companies for the last three financial years;
3. a detailed written report of the Board of the future main company where the integration legally and economically and is justified (inclusion report).
Request a copy of the documents referred to in sentence 1 is each shareholder of the future main company to grant without delay and free of charge. The obligations are eliminated pursuant to sentences 1 and 2, if the documents referred to in sentence 1 for the same period over the future main company's website are accessible. At the annual general meeting, these documents are to make them accessible. Each shareholder is to provide information also on all relating to the inclusion of significant matters of to inclusive society at the general meeting upon request.
(4) the Board of Directors of to resettling a company has to sign the inclusion and the main company to be registered in the commercial register. The writings of General Assembly resolutions and its investments in copy or publicly certified copy of the application shall be accompanied by.
(5) in the case of the registration pursuant to paragraph 4, the Board has to explain that filed a lawsuit against the efficacy of a General Assembly decision not or not timely manner or such an action; been legally dismissed or withdrawn Accordingly, the Board has to make communication from the Court after the registration. The Declaration is not available, so the inclusion should not be registered, except that the lawsuit entitled shareholders through notarized waiver waive the lawsuit against the effectiveness of the decision of the annual general meeting.
(6) according to paragraph 5 sentence 1 is right of the Declaration, when after bringing an action against the efficacy of a General Assembly decision, the Court at the request of the company, the action is brought against the decision of the general meeting, has determined by resolution that the survey does not preclude the claim of registration. Paragraph 1 on the procedure are section 247, the sections 82, 83 and section 84 of the code of civil procedure, and that is in the first instance to the procedure before the district courts rules of civil procedure according to to apply, unless otherwise determined. A decision is taken pursuant to sentence 1, if 1 the action is inadmissible or manifestly unfounded, 2. the plaintiff within a week after delivery of the request by one or has proven that he has a proportionate amount of at least EUR 1 000 for notice of Convocation or 3. appears primarily the immediate effect be of General Assembly decision, because the major disadvantages presented by the applicant for the company and its shareholders outweigh the disadvantages for the defendant to free conviction of the Court , unless it is before a particular gravity of the infringement of the law.
The decision can be made in urgent cases without oral proceedings. The decision is to be issued no later than three months after submission of the; Delays the decision shall be reasoned by unquestionable decision. The put forward facts upon which the decision may be pursuant to sentence 3, are credible. A Senate of the higher regional court in whose area the company is headquartered decides on the application. A transfer to the single judge is excluded; a quality hearing is not required. The decision is final. The complaint proves to be justified, the company which has issued the decision, is obliged to compensate the damage the defendant formed him of inclusion registration based on the decision. After the registration deficiencies of the decision without prejudice to its implementation; also, removing this effect the registration cannot be required as compensation.
(7) with the entry of the inclusion in the register of the registered office of the company, the company will be incorporated in the main company.

Inclusion by majority decision (1) that can annual general meeting a joint-stock company the incorporation of the company in another stock company headquartered in Germany also then decide section 320 if shares of the company, which together account for ninety per cent of the share capital, are in the hands of the future main society. Own shares and shares that belong to another for the account of the company, are to withdraw from the capital. Apply for inclusion except for section 319, para 1, sentence 2, para 2-7 is the paragraphs 2 to 4 (2) the notice of inclusion as item of the agenda only properly if 1 it contains the company and the future main company headquarters, 2. their a future main company statement added that departing shareholders as compensation for their shares-Treasury shares is part of the , in the case of section 320 b para 1 sentence 3 also cash compensation offers.
Sentence 1 No. 2 also applies to the notice of future main society.
(3) the inclusion is to be examined by one or more expert examiners (inclusion tester). These are selected at the request of the Executive Board of the future main society of the Court, and ordered. § 293a para 3, § § 293 c to 293e are to apply by analogy.
(4) the documents referred to in article 319, paragraph 3, sentence 1, as well as the audit report pursuant to paragraph 3 are each of the convocation of the general meeting which is to decide to be interpreted in the business area of to inclusive society and the main company for inspection by the shareholders approving the inclusion. The inclusion report also nature and amount of the payment are according to § 320 to explain b legally and economically and to establish; particular difficulties in the assessment of the participating companies, as well as the consequences for the interests of the shareholders, it is noted. Section 319 para 3 sentence 2 to 5 shall apply mutatis mutandis for the shareholders of both companies.
(5) to (7) (dropped out) go § 320a effects of inclusion with the entry of the inclusion in the register of all shares that are not in the hand of the main society, over this. Share certificates have been issued for these shares so they securitize up to their delivery to the main company only entitlement to severance pay.

§ 320 b settlement of the departing shareholders (1) have the integrated company's departing shareholders entitled to reasonable compensation. As compensation, grant them own shares of the main company. The main company is a dependent company, are departing shareholders whose discretion to grant the main company's own shares or a reasonable cash compensation. Shares of the main company is granted as severance pay, is the compensation appropriate to see if the shares in the ratio be granted a merge on a share of the company shares of the main company grant has been, residual amounts may be offset by bare co-payments. The cash compensation must take into account the situation of the company at the time of their annual general meeting on the integration of decision-making. The cash compensation, as well as bare co-payments are to pay interest on the publication of the registration of inclusion with an annual 5 percentage points above the respective base interest rate according to § 247 of the civil code; the right to claim of further damages is not excluded.
(2) appeals against the decision by the general meeting of the integrated company has decided the incorporation of the company, can be based not on § 243 para 2, or that compensation offered to no. 2 is not appropriate by the main company according to § 320, para. 2. The offered compensation is not adequate, the Court specified in article 2 of the award procedure Act request to determine the appropriate compensation has. The same is true when the main company not or not properly offered a severance package and a legal challenge based on this is not raised or withdrawn within the appeal period or legally rejected.
(lapsed) § 321 the creditors of the integrated company, whose Forderungen, founded before the registration of the inclusion in the register has been made known, is bankruptcy protection (1), if they sign within six months after the notice for this purpose, to provide security, so far as they may require not satisfaction. The creditors are to point out this right in the publication of the registration.
(2) the right to demand security service, not entitled to creditors, are entitled to preferably satisfaction from a collateral pool in the case of insolvency proceedings, established according to legal regulations for their protection and is State-controlled.

§ 322 liability the main company (1) the inclusion of the main society of the liabilities of the integrated company established before that date the creditors of the company as joint and several debtors. She meets the same liability for all liabilities of the integrated company, be justified after the integration. A contrary agreement is ineffective to third parties.
(2) is the main society due to an obligation taken integrated society claim, so she can claim only to the extent objections, which are not justified in their person, as they may be charged by the integrated society.
(3) the main company can deny the satisfaction of the creditor as long as entitled to the integrated society, to challenge the underlying their binding legal transaction. The main company has the same power as long as the creditor can satisfy by set-off against a due claim of the integrated society.
(4) based on an enforceable debt against the integrated society the enforcement against the main company does not take place.

§ Entitled 323 line power of the main society and responsibility of Board members (1) which is the main company to give instructions to the Board of Directors of integrated society with regard to the management of the company. Section 308 subsection 2 sentence 1, § 3, §§ 309, 310 shall apply mutatis mutandis. §§ 311 to 318 shall not apply.
(2) the integrated company to the main company benefits are not considered violation of sections 57, 58 and 60.

§ 324 statutory reserve. Transfer of profit. The statutory provisions on the formation of a legal reserve, are loss absorption (1) about their use and the setting of amounts in the statutory reserve does not apply to integrated companies.
(2) on a profit transfer agreement, a community of profit or a partial profit transfer agreement between the integrated society and the main society, the §§ 293 to 296 are not to apply 298-303. The Treaty, its amendment and its cancellation shall require the written form. As profit the profit excluding the profit can be done at most. The contract shall expire at the latest at the end of the fiscal year, which ends the inclusion.
(3) the main company is obliged to compensate for any otherwise resulting from the integrated company balance sheet loss, as far as this exceeds the amount of the capital reserves and retained earnings.

Section 325 - Section 326 right of the main shareholders is to inform as well as about issues of the main company on matters of the integrated company each shareholder of the main company.

§ 327 expires at the end of inclusion (1) the inclusion is 1 by decision of the general meeting of the integrated society, 2., 4. by resolution of the main company when the main company no longer is a joint-stock company headquartered in Germany, 3 if not more all shares of the integrated company are in the hand of the main company.
(2) no longer all shares of the integrated company are located in the hand of the main company, the main company has in writing without delay to inform the integrated society.
(3) the Board of the previously affiliated society has the end of inclusion, to register his reason and his time to the registration in the commercial register of the seat of the company immediately.
(4) ends the inclusion, the former main company for the liabilities of the previously affiliated company justified until then liable, if they no. 3 to 5 of the Civil Code art referred to before the expiration of five years after the end of the due incorporation and resulting claims against the former main company in a in article 197, paragraph 1 are established or a judicial or regulatory enforcement action is carried out or requested; for public service obligations, the adoption of an administrative act is sufficient. The period begins with the day on which the registration of the end of the inclusion in the register pursuant to § 10 of the commercial code had is made known. Paragraph 2 and 3 of the Civil Code applicable to the limitation sections 204, 206, 210, 211 and 212 are apply mutatis mutandis. A statement in a in article 197, paragraph 1 No. 3 to 5 of the Civil Code art referred to need not, as far as the former main company has recognized the claim in writing.
Part four exclusion of minority shareholders section 327a transfer of shares against cash payment (1) that can annual general meeting of a corporation or a partnership limited by shares to decide to request of a shareholder, the shares of the company amounting to 95 per cent of the share capital (majority shareholder), the transfer of the shares of the other shareholders (minority shareholders) to the main shareholder against granting a reasonable cash compensation. Section 285, paragraph 2, sentence 1 does not apply.
(2) for the statement, if 95 per cent of the shares belong to the main shareholder, applies section 16 para 2 and 4.

§ 327 b cash compensation (1) laying main shareholder the amount of cash compensation set; She must take into account the situation of the company at the time of their annual general meeting voting. The Board of Directors has to provide all necessary documents to the shareholder and to provide information.
(2) the cash compensation by the publication of the registration of the transfer resolution in the commercial register with each year is 5 percentage points above the respective base interest rate according to § 247 of the Civil Code shall be payable on; the right to claim of further damages is not excluded.
(3) before convening the general meeting, the shareholder has to submit the Declaration of a credit institution authorised in the territorial scope of this Act to the business Board, which the credit institution assumes the guarantee for the fulfilment of the obligation of the principal shareholder, to pay the fixed cash compensation for the shares past over to minority shareholders immediately after the registration of the transfer decision.

§ 327c preparation of the general meeting (1) the notice of the transfer as the subject of the order of the day has to contain the following information: 1. name and registered office of the main shareholder, for natural persons name and address;
2. the cash compensation set by the main shareholder.
(2) the main shareholder has to refund the annual general meeting a written report, in which are laid down the conditions for the transfer and the appropriateness of the cash payment explained and justified. The appropriateness of the cash payment is to be examined by one or more expert examiners. These are selected at the request of the main shareholder of the Court and ordered. 293a, par. 2 and 3, § apply accordingly set 3-5, para 2 as well as §§ 293d and 293e 293 c para 1.
(3) by the convening of the general meeting to have to be 1 in the business area of the company for inspection by the shareholders of the design of the transfer decision;
2. the annual accounts and management reports for the last three financial years;
3. it reported 1 set pursuant to paragraph 2 of the main shareholder;
4. it reported to set 2 to 4 examination referred to in paragraph 2.
(4) upon request, a copy of the documents referred to in paragraph 3 is any shareholder without delay and free of charge to grant.
(5) the obligations are eliminated pursuant to paragraphs 3 and 4, if the documents referred to in paragraph 3 for the same period on the company's website are accessible.

you are holding the general meeting in the General Assembly § 327d in § 327 c to make paragraph 3 documents referred to. The Board of Directors may give the shareholder opportunity orally to explain the design of the transfer decision and the calculation of the amount of the cash payment at the beginning of the trial.

§ 327e registration of transfer decision (1) the Board of Directors has to sign the transfer decision on entry in the commercial register. The transcript of the transfer decision and its facilities in copy or publicly certified copy of the application shall be accompanied by.
(2) para 5 and 6 shall apply mutatis mutandis § 319.
(3) skip all of the shares of the minority shareholders to the main shareholder with the entry of the transfer resolution in the commercial register. Share certificates have been issued for these shares so they securitize up to their delivery to the principal shareholder only entitled to cash compensation.

§ 327f of the judicial review of the compensation the avoidance of the transfer decision may be based not on § 243 para 2, or, that the cash compensation set by the main shareholder is not appropriate. The cash compensation is not adequate, the Court specified in article 2 of the award procedure Act request to determine the adequate cash compensation has. The same applies if the main shareholder is not or not properly offered cash compensation and a legal challenge based on this has been not raised, withdrawn or legally rejected the appeal deadline.
Part five company section 328 took part in limiting the rights of (1) a corporation or partnership limited by shares and another company are mutually mutually participating companies, as rights arising from the shares that belong to him in the other companies can, as soon as the existence of mutual participation is known a the company or the other company has made him an announcement according to article 20, paragraph 3 or article 21, paragraph 1, , only for no more than the fourth part of all shares of the other company are exercised. This does not apply to the right to new shares in a capital increase from corporate funds. Section 16 subsection 4 shall apply.
(2) the limitation of paragraph 1 does not apply if the company itself had given notice the other company according to § 20 paragraph 3 or article 21, paragraph 1, before it has received such a notice from the other company, and before the existence of reciprocal participation known him.
(3) at the annual meeting of a listed company, a company which the reciprocal participation referred to in paragraph 1 is known, can not exert his right to vote for the election of members of the Supervisory Board.
(4) a corporation or partnership limited by shares and another company are mutual companies took part, so the company immediately in writing the amount of their contribution and any change each other.
Sixth part of accounting in the Group of paragraphs 329 to 336 - § 337 (dropped out) § 338 - fourth book special, criminal and final provisions of first part special rules for participation by local authorities § 394 reports the Supervisory Board Supervisory Board members who have been elected or sent at the behest of a local authority to the Supervisory Board are subject to with regard to the reports that they reimburse the authority have any obligation of secrecy. This does not apply to confidential information and secrets of the company, namely operating and business secrets, if their knowledge for the purpose of reports not of importance is.

Section 395 confidentiality (1) persons who are thus entrusted, the stakes of a local authority to manage or for a local authority, the society, to examine the activity of the local authority as a shareholder or the activity of the chosen at the behest of the local authority or appointed members of the Supervisory Board, have confidential information and secrets of the society, namely operating and business secrets which have become known from reports according to § 394 to maintain strict confidentiality. This does not apply to communications in the interests of the service.
(2) in the case of the release of examination results confidential information and secrets of the company, namely operating and business secrets, may not be published.
Second part of judicial resolution § 396 requirements (1) threatens a corporation or partnership limited by shares by unlawful conduct of their administrative support the common good and not provide the Supervisory Board and the annual general meeting for a dismissal of the management institution, so the company at the request of the competent Supreme country of the country in which the company is established, cannot be resolved by judgment. The regional court in whose area the company is headquartered is exclusively responsible for the action.
(2) in accordance with the resolution, settlement takes place according to §§ 264-273. Also can the request for dismissal or ordering the Unwinder for one important reason to paragraph 1 sentence 1 specific authority.

§ 397 orders in case the resolution is raised the resolution action, so the Court may make the necessary arrangements at the request of the authority specified in article 396, paragraph 1, sentence 1 by injunction.

§ 398 the decisions of the Court are registration to notify the Court. This adds, so far as they concern legal relationships subject to registration of, they in the commercial register.
Third part of criminal law and penalty provisions. Final provisions § 399 misrepresentation (1) with imprisonment up to three years or with fine who 1 will be punished, as founder or a member of the management board or the Supervisory Board for the purposes of the registration of the company to acquire of the shares, insurance to be the deposit on shares, using amounts paid up, the issue price of the shares of special benefits, formation expenses, assets, contributions or according to § 37a para 2 , 2. as founder or as a member of the management board or the Supervisory Board in the inception report, in the inception report, or in the audit report, 3rd in the public announcement according to § 47 No. 3, 4 as a member of the management board or the Supervisory Board for the purposes of the registration of an increase of the share capital (§§ 182 to 206) on the introduction of the current, the drawing or introduction of new capital, the issue price of the shares. , insurance to be the output of the reference shares, contributions in kind, in the contract notice according to section 183a paragraph 2 sentence 1 in conjunction with § 37a paragraph 2 or in the after section 184, paragraph 1, sentence 3, 5 as a processor for the purposes of the registration of the continuation of the company in the evidence leading to article 274 para. 3 or 6 as a member of the Management Board of a public company or of the management body of a foreign legal person according to § 37 para 2 sentence 1 or § 81 paragraph 3 set makes 1 to be insurance or insurance to be processor in the after section 266, paragraph 3, sentence 1 false information or conceals significant circumstances.
(2) likewise is who as a member of the management board or the Supervisory Board for the purposes of the registration of a capital increase which is the prescribed declaration in article 210, paragraph 1, sentence 2 of the truth contrary to punished.

§ 400 inaccurate representation (1) with imprisonment up to three years or with fine who as member of the management board or supervisory board or processor 1 incorrectly reflects the conditions of society including their relationships with affiliates in representations or statements of assets, in lectures or information at the general meeting or veiled, if the Act not in § 331 is threatened no. 1 or 1a of the commercial code with penalty punished, , or 2. in clarification or prove that according to the provisions of this Act are to give an auditor of the company or an associated company, makes false statements or incorrectly reflects the conditions of the society or veiled, if the Act not in § 331 No. 4 of the commercial code with penalty is threatened.
(2) also will be punished who makes false statements as a founder or shareholder in clarification or prove that to be a founding investigator or other auditors are according to the provisions of this Act, or conceals significant circumstances.

§ 401 breach of duty loss, over-indebtedness or insolvency (1) with imprisonment up to three years or will be punished with fines, who should fail as a member of the Executive Board contrary to article 92, paragraph 1, to convene the annual general meeting at a loss equal to half of the share capital and to display it.
(2) the perpetrators are acting with negligence, the penalty is imprisonment up to one year or a fine.

Article 402 (1) who exhibits false issuance of credentials to certificates, which are intended for the detection of the voting rights at a general meeting or in a separate meeting, wrong or distorted, is punishable by up to three years or punished with fines, if the Act not in other provisions on document crime with heavier penalty is threatened.
(2) shall be similarly punished, who makes use of a false or forged certificate of the type referred to in paragraph 1 of the exercise of the voting rights.
(3) the attempt is punishable.

Section 403 of breach report (1) with imprisonment up to three years or with fine is who as auditor or an auditor's Assistant about the result of incorrectly reported the test or conceals significant circumstances report punished,.
(2) is the culprit for a fee or with the intention of enriching himself or another or to harm another, the penalty is up to five years or a fine of imprisonment.

Section 404 breach the duty of confidentiality (1) imprisonment up to one year at listed companies up to two years, or with fine punished, who a a secret of society, namely industrial or business secret, that in his capacity as the 1st member of the Executive Board or supervisory board or processor, 2. auditor or an auditor's Assistant is known him, revealed to unauthorized; in the case of the number 2 but only if the Act is not threatened in section 333 of the commercial code with penalty.
(2) is the culprit for a fee or with the intention of enriching himself or another or to harm another, the penalty is up to two years, with listed companies up to three years or fined imprisonment. Shall be similarly punished, who exploited a mystery of the type referred to in paragraph 1, namely an industrial or trade secret, which is known to him under the conditions of paragraph 1, without authorization.
(3) the Act will be prosecuted only at the request of the company. Has committed the Act a member of the management board or a processor, is the Supervisory Board, a member of the Supervisory Board has committed the Act, as the Board or the processor are eligible to apply.

§ 405 offences (1) any person is, who as member of the management board or supervisory board or processor 1 issues registered shares, where the amount of the instalment is not specified, or is bearer shares, before the issue amount is fully paid on them, 2 are from shares or interim certificates, before the company or in the case of a capital increase the implementation of increase of the share capital, or in the case of a conditional capital increase or a capital increase from company funds, the decision about the conditional capital or the capital increase out of company funds is entered, 3. spends shares or interim certificates, which are permissible minimum principal amount to less than the after section 8 subsection 2 sentence 1 or in which a company with shares a lower proportionate amount of share capital as the according to § 8 para 3 sentence 3 permissible minimum is spent, or 4 a)
contrary to § 71 paragraph 1 No. 1 to 4 or 2 acquires own shares of the company or is in connection with section 71e, paragraph 1, as a pledge, b) own shares to be divested (section 71 c para 1 and 2) does not offer or c) to the preparation of the resolution on the cancellation of own shares (section 71c para 3) necessary measures does not apply.
5. (disappeared) (2) any person is also, who makes not or not correctly recorded information as a shareholder or as representative of a shareholder according to section 129 in the directory.
(2a) any person is, who correctly does not or not contrary to section 67 para 4 sentence 2, also in conjunction with sentence 3, a communication.
(3) any person who to the exercise of rights in the annual general meeting or at a separate meeting used 1 shares of another, he is not entitled to his representative, without its consent, used shares of another 2nd to the exercise of rights in the general meeting or in a separate meeting, which he has procured for this purpose by granting or promise particular advantages are also, , Leaves another 3 shares for the purpose referred to in paragraph 2 against granting or promise special benefits, shares of another, for which he or represented by him not may exercise the voting rights according to article 135, 4. used to exercise the voting rights, 5 shares, for which he or represented by him the voting rights according to § 20 paragraph 7, section 21 (4) , §§ 71 b, 71d set 4, article 134, paragraph 1, articles 135, 136, 142 para 1 sentence 2, article 285, paragraph 1 may not exercise, leaving one another for the purpose of the exercise of voting rights or such shares to exercise the voting rights provided to him used, 6 calls for special benefits in return for, promise can be or accepts, that in a vote at the annual general meeting or at a special meeting not or in a certain sense agree or 7 offers special advantages as consideration for , promises or grants that agree with someone in a vote at the annual general meeting or at a special meeting not or in a certain sense.
(3a) any person who intentionally or recklessly 1 is, contrary to § 121 paragraph 4a sentence 1, also in conjunction with article 124, paragraph 1, sentence 3 not, incorrectly, incompletely or not in time leading to convening or 2. contrary to article 124a information not, not properly or completely inaccessible makes.
(4) the offence can be punished with a fine up to twenty-five thousand euros.

section 406 (dropped out) - section 407 penalty payments (1) Board members or Unwinder, § 52 para 2 sentence 2 to 4, § 71 c, section 73, paragraph 3, sentence 2, §§ 80, 90, 104 para 1, § 111 paragraph 2, § 145, sections 170, 171 paragraph 3 or paragraph 4 sentence 1 in conjunction with § 3, §§ 175, 179a para. 2 sets 1-3, 214 para 1, § 246 section 4, §§ 248a, 259 paragraph 5 , Article 268, paragraph 4, article 270, paragraph 1, article 273 par. 2, §§ 293f, do not follow 293 g para 1, § 312 para 1, § 313, section 1, article 314, paragraph 1, are to be kept for that purpose by the Court through the setting of penalty; § 14 of the commercial code shall remain unaffected. The individual penalty shall not exceed the amount of five thousand euros.
(2) the applications to the commercial register according to the articles 36, 45, 52, 181 par. 1, §§ 184, 188, 195, 210, 223, 237 para 4, §§ 274, 294 para 1, § 319 ABS. 3 by fixing of penalty not enforced.

§ 408 criminality personally liable partner of a partnership limited by shares the §§ 399-407 shall apply mutatis mutandis for the partnership limited by shares. As far as they relate to Board members, they apply to the personally liable partner in the partnership limited by shares.

Section 409 validity in Berlin this law applies in accordance with § 13 ABS. 1 of the third of transfer Act of January 4, 1952 (Bundesgesetzbl. I p. 1) also in the Federal State of Berlin. Regulations, which are adopted on the basis of this Act, apply in the Federal State of Berlin according to § 14 of the third of transfer Act.

Section 410 entry into force this law enters into force on January 1, 1966.