Introduction Act on the German Stock Corporation Act

Original Language Title: Einführungsgesetz zum Aktiengesetz

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Introduction Act on the German Stock Corporation Act

Unofficial table of contents

AktGEG

Date of completion: 06.09.1965

Full quote:

" Introductory Act to the Stock Corporation Act of 6 September 1965 (BGBl. 1185), which is provided by Article 4 of the Law of 24 April 2015 (BGBl. 642).

Status:	Last amended Art. 4 G v. 20.12.2012 I 2751
Note:	Amendment by Art. 4 G v. 24.4.2015 I 642 (No 17) in the form of a text, documentary evidence not yet concludedly processed

For more details, please refer to the menu under Notes

Footnote

(+ + + Text proof applicable: 1.1.1986 + + +) 
(+ + + measures due to EinigVtr cf.  ActGEG Annex EV, 
 Partially no longer to be used + + +) 
(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 ERL 43/2006 (CELEX Nr: 306L0043)  G v. 25.  5.2009 I 1102 + + +)

Unofficial table of contents

Overview

1.	Section	Transitional provisions	§ § 1-26d
2.	Section	Application of legal provisions to companies with a different legal form	§ § 27-28
3.	Section	Repeal and amendment of laws	§ § 29-44
4.	Section	Final provisions	§ § 45-46

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Input formula

With the approval of the Federal Council, the Bundestag has adopted the following law:

First section
Transitional provisions

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§ 1 Basic Capital

(1) § 6 of the German Stock Corporation Act does not apply to public limited companies whose share capital and shares are not denominated in German marks on the date of entry into force of the German Stock Corporation Act, as well as for public limited companies which after the date of entry into force of the German Stock Corporation Act The German Stock Corporation Act (AktG) in accordance with § 2 of the D-Marks Balance Sheet Law of 28 December 1950 (Bundesgesetzbl. 811) are placed under the scope of the German Stock Corporation Act (AktG). The currency to which its share capital and its shares must be denominated shall be determined in accordance with the specific rules applicable to them. (2) Companies listed in the Commercial Register before 1 January 1999 shall be entitled to: Nominal amounts of their share capital and their shares continue to be referred to in the German mark. Up to December 31, 2001, stock companies may be reregistered, their share capital and shares denominated in Deutsche Mark. Thereafter, stock companies may be registered only if the nominal amounts of share capital and shares are denominates in euros; the same shall apply to decisions on the change in the share capital. Unofficial table of contents

§ 2 Minimum nominal amount of the share capital

In the case of public limited-liability companies registered before 1 January 1999 in the commercial register or registered for registration in the commercial register, the minimum amount of the share capital until that date shall remain valid until the share of the share capital shall be adapted to the amounts of Section 8 of the German Stock Corporation Act which have been in force since that date. For subsequent start-ups, the minimum amount of the share capital shall apply in accordance with § 7 of the German Stock Corporation Act (Stock Corporation Act) in the version valid from 1 January 1999, which, when the German mark is founded, is applicable to that of the Council of the European Union in accordance with Article 109l (4) sentence 1 of the German Stock Corporation Act. An irrevocably fixed exchange rate in Deutsche Mark is to be converted. Unofficial table of contents

§ 3 Minimum nominal amount of shares

(1) Shares may only be issued in accordance with § 8 of the German Stock Corporation Act. (2) Shares of a company entered in the Commercial Register before 1 January 1999 or registered for registration in the Commercial Register and until 31 December 2001 , may continue to be denominated in accordance with the rules in force in the period until that date, shares issued on the basis of a capital increase decision, but only if, by 31 December 2001, the said shares are to be issued in the Trade register has been registered. This applies only uniformly to all shares of a company. The nominal amounts may also be expressed in euro at the rate of conversion irrevocably fixed by the Council of the European Union in accordance with Article 109l (4), first sentence, of the EC Treaty. (3) For public limited liability companies, which are based on one of the provisions of 31 December 2008, the amount of the conversion rate may be fixed at the rate In accordance with Article 109l (2) of the second sentence of the second sentence of Article 1 (2) of the EC Treaty, registration of the commercial register until 31 December 2001 and the share capital and shares of which are denominated in Deutsche Mark in accordance with Article 1 (2) (2) of the German Commercial Register shall apply. 4 sentence 1 of the EC Treaty irrevocably fixed conversion rate in Deutsche Mark Amounts to be converted in accordance with § 8 of the German Stock Corporation Act as amended on 1 January 1999. (4) The ratio of the rights attaching to the shares to each other and the ratio of their nominal amounts to the nominal capital shall be replaced by conversion between German mark and euro not touched. Share amounts broken after conversion may be rounded up in at least two places behind the comma; this rounding shall not have any legal effect. It should be pointed out in decisions and statutes; the respective share of the share in the share capital should remain discernable. (5) A company decides that the nominal amounts of its shares are not subject to § 8 of the German Stock Corporation Act (AktG) in the period from 1 January 1999 shall be entered in the commercial register after 31 December 2001 only if, at the same time, a change in the statutes relating to the adjustment of the shares of the shares to § 8 of the Stock law is registered. Unofficial table of contents

§ 4 Procedure for the changeover to the euro

(1) The conversion of the share capital and the share of shares as well as other statutory amounts to the euro on the exchange rate irrevocably fixed in accordance with Article 109l (4) of the EC Treaty shall be taken by the The Annual General Meeting deviates from Section 179 (2) of the German Stock Corporation Act by a simple majority of the share capital represented in the decision-making process. From 1 January 2002, the Supervisory Board is authorized to make changes to the statutes of the Articles of Association. Section 181 (1), second sentence, and 3 of the German Stock Corporation Act is not applicable to the registration and registration of the conversion to the commercial register. (2) For an increase in the share capital from company funds or a reduction in the capital stock on the By way of derogation from Section 207 (2), Section 182 (1) and Section 222 (1) of the German Stock Corporation Act, the simple majority of the amount in the decision-making process is sufficient for the next higher or next lower amount to be placed on the full euro. , however, only if at least half of the share capital is reduced, is represented. This majority shall also apply to decisions relating to the corresponding adjustment of an approved capital or to the division of shares on full euro and to amendments to the statutes of the statutes when these decisions are taken with the change of capital are connected. Section 130 (1) sentence 3 of the German Stock Corporation Act does not apply. (3) A capital increase from company funds or a capital reduction in the case of conversion to euros may be effected by increasing or reducing the nominal amount of the shares or by the share of the shares will be re-divided. The redistribution of the nominal amounts shall be subject to the agreement of all the shareholders concerned who do not account for their share in full shares or a lower number of shares than previously; in the case of share-paid shares, it shall be excluded. (4) If shares of a conditional capital have been issued after the decision on a capital increase from company funds or on another change in the statutes for the conversion to euro, which is linked to the number of shares, they shall apply: for the decision only after it has been entered in the commercial register. The shares issued from a conditional capital and the shares to be issued are part of the change in the nominal amounts. (5) By way of derogation from § 208 (1) sentence 2 and § 150 (3), for a capital increase from the company funds referred to in paragraph 2. of the German Stock Corporation Act, the capital reserve and the statutory reserve and the supply thereof, even as far as they do not exceed the tenth part or the higher part of the previous share capital, as determined in the articles of association, in share capital will be converted. Section 229 (2) of the German Stock Corporation Act does not apply to a capital reduction in accordance with paragraph 2, which is to be carried out in a simplified form. (6) Section 73 (1) sentence 2 of the German Stock Corporation Act shall not apply. In addition, the legal provisions remain unaffected. Unofficial table of contents

§ 5 Multivoting rights. Maximum voting rights

(1) Multi-voting rights shall be extingutised on 1 June 2003 unless the general meeting has decided to continue the general meeting by a majority of at least three quarters of the share capital represented in the decision-making process. Holders of multi-voting shares are excluded from exercising the right to vote in this decision. (2) Independent of paragraph 1, the Annual General Meeting may decide to remove all voting rights. The decision referred to in the first sentence shall require a majority comprising at least half of the share capital represented in the decision-making process, but not a majority of the votes cast. A special decision of shareholders with multiple voting rights does not need to be taken. By way of derogation from Section 122 (2) of the German Stock Corporation Act, each shareholder may require that the disposal of the voting rights be placed on the agenda of the Annual General Meeting. (3) The Company has a holder of multi-voting rights in the case of the In order to compensate for the special value of the voting rights in accordance with paragraph 1 and to the removal referred to in paragraph 2, the compensation shall be granted. In the case referred to in paragraph 1, the right to compensation may be brought to court only until the expiry of two months from the expiry of the multiple voting rights. In the case referred to in paragraph 2, the general meeting shall be required to take part in the compensation; the second sentence of paragraph 2 shall apply. (4) The dispute referred to in paragraph 2 may not be based on Article 243 (2) of the German Stock Corporation Act or on the fact that the The removal of the majority voting rights or the amount of compensation fixed shall be inappropriate. Instead, any shareholder who has appeared at the Annual General Meeting who has declared a breach of the decision may submit a request for a court determination of the appropriate compensation. The application may only be filed within two months from the date on which the amendment to the statutes has been made known in the Commercial Register in accordance with Article 10 of the Commercial Code. (5) For the procedure in the cases referred to in the second sentence of paragraph 3 and in paragraph 4 (6) The compensation fixed by the resolution of the general meeting shall not be due until a request for a judicial provision has been made or has not been submitted within the prescribed period, or the proceedings are due to the final decision or withdrawal of the application is completed. Since the date on which the amendment to the Articles of Association has been made known in the Commercial Register in accordance with Article 10 of the Commercial Code, the compensation has to be galvanissed at five out of the hundred for the year. (7) For maximum voting rights in listed companies, the Before 1 May 1998, the Articles 2 to 5 of Section 134 (1) of the German Stock Corporation Act shall continue to apply in the version in force before 1 May 1998 until 1 June 2000. Unofficial table of contents

§ 6 Companies involved in the exchange

(1) If a public limited company and another company are already involved in the entry into force of the German Stock Corporation Act, without the requirements of Section 19 (2) or (3) of the German Stock Corporation Act (AktG), and both companies have Pursuant to § 20 (3) or § 21 (1) of the German Stock Corporation Act (German Stock Corporation Act), § 328 (1) and (2) of the German Stock Corporation Act (AktG) does not apply to them. (2) As long as the companies are mutually involved and do not fulfil the requirements of § 19 (1) 2 or 3 of the German Stock Corporation Act (AktG), applies to the exercise of the rights arising from the shares in the other companies, instead of:

1.: All rights may be exercised from the shares which have been owned by the company at the date of the entry into force of the Stock Corporation Act or which account for these shares in the case of a capital increase from the company's funds.
2.: Any rights other than the right to vote may be exercised on the basis of a capital increase in respect of deposits held on the basis of a subscription right existing in accordance with point 1; the same shall apply to shares which apply to such shares in the case of a capital increase in respect of deposits held by the a capital increase from company funds.
3.: With the exception of the right to new shares in the case of a capital increase from company funds, no rights can be exercised from other shares.

(3) If only one of the companies participating in the exchange has made the notification according to § 20 (3) or § 21 (1) of the German Stock Corporation Act within the time limit (§ 7), § 328 (1) and (2) shall not apply to this company. Unofficial table of contents

§ 7 Participation obligation of participations

The duty of notification in accordance with § § 20, 21 and 328 (3) of the German Stock Corporation Act also applies to participations which consist of the entry into force of the German Stock Corporation Act. The holdings shall be notified within one month of the date of entry into force of the Stock Corporation Act. Unofficial table of contents

§ 8 Subject matter of the company

If, in the case of public limited companies registered in the Commercial Register on the date of entry into force of the German Stock Corporation Act, the determination of the articles of association relating to the subject-matter of the company does not comply with Section 23 (3) (2) of the German Stock Corporation Act, amendments to Articles of association shall only be entered by the Annual General Meeting if at the same time the determination of the articles of association relating to the subject matter of the company is adjusted to § 23 para. 3 no. 2 of the German Stock Corporation Act Unofficial table of contents

§ 9 registered shares

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§ 10 Obligations of the shareholders

Section 55 (1), second sentence, of the German Stock Corporation Act does not apply to public limited liability companies which have already provided for the shareholders ' obligations under their Articles of Association when the German Stock Corporation Act entered into force. However, if such companies change the object of the undertaking or the provisions of the statutes relating to the subsidiary obligations, such changes shall be registered only if it is determined at the same time whether the benefits are to be paid for remuneration or free of charge. shall be provided. Unofficial table of contents

§ 11 Reformation transactions

The invalidity pursuant to Section 52 of the German Stock Corporation Act of a post-start business closed before 1 January 2000 can only be asserted after 1 January 2002 on the basis of the version of the provision as amended on 1 January 2000. Unofficial table of contents

§ 12 Supervisory Board

(1) Provisions of the Articles of Association concerning the number of members of the Supervisory Board and of representatives of Supervisory Board members shall, in so far as they are not compatible with the provisions of the Stock Corporation Act, cease to apply at the end of the Annual General Meeting, which is held on the discharge of the members of the Supervisory Board for the financial year ending 31 December 1965 or for the current financial year, at the latest by the expiry of the provisions of Section 120 (1) of the German Stock Corporation Act for the decision-making on the discharge Deadline. A general meeting which takes place within this period may, in place of the provisions of the statutes which are repeal of force, adopt new statutes with a simple majority of votes. (2) The provisions of the statutes referred to in the first sentence of paragraph 1 shall be replaced by the following: Power, the Office of the Supervisory Board members or the deputies of Supervisory Board members shall be issued with the date referred to in paragraph 1. (3) If a Supervisory Board member has a higher number of Supervisory Board mandates on 1 May 1998 than in accordance with § 100 Paragraph 2, first sentence, No. 1 in conjunction with sentence 3 of the German Stock Corporation Act, in which, as from 1 May 1998, (4) § 100 (5) and § 107 (4) of the German Stock Corporation Act (Stock Corporation Act) in force until the expiry of the term of office in force until 30 April 1998. (4) the version of the Accounting Law Modernisation Act of 25 May 2009 (BGBl. I p. 1102) shall not apply as long as all members of the Supervisory Board and the Audit Committee have been appointed before 29 May 2009. Unofficial table of contents

§ 13 Transitional provision on § 175 and § 337 (2) and (3) of the German Stock Corporation Act

Section 175 of the German Stock Corporation Act, as amended by Article 1 (21) of the Transparency and Publicity Act of 19 July 2002 (BGBl. 2681) shall be applied for the first time to the consolidated financial statements and the group management report for the financial year commencing after 31 December 2001. § § 175, 337 (3) of the German Stock Corporation Act (Aktiengesetz) will continue to apply to the consolidated financial statements and the group management report for a preceding financial year in the version in force until 25 July 2002. Section 337 (2) of the German Stock Corporation Act (AktG) in the version valid until 25 July 2002 applies to the consolidated financial statements and the group management report for the financial year commencing after 31 December 2001. Unofficial table of contents

Section 14 Transitional provision on section 171 (2), (3) and section 173 (1) of the German Stock Corporation Act

§ 171 (2) sentence 5, subsection 3 sentence 3, second sentence, and § 173 (1) sentence 2 of the German Stock Corporation Act, as amended by Article 1, No. 18, 19 of the Transparency and Publicity Act of 19 July 2002 (BGBl. 2681) shall be applied for the first time to the consolidated financial statements for the financial year commencing after 31 December 2001. Unofficial table of contents

§ 15 Transitional provision on section 161 of the German Stock Corporation Act

The declaration pursuant to Section 161 of the German Stock Corporation Act is to be issued for the first time in 2002. This year, however, it can be limited to the recommendations of the "Government Commission on the German Corporate Governance Code", or which recommendations will not be applied. Unofficial table of contents

§ 16 Transitional provision on section 123 (2), (3) and section 125 (2) of the German Stock Corporation Act

Section 123 (2) and (3) and § 125 (2) of the German Stock Corporation Act (AktG) as amended by the Law on Business Integrity and Modernisation of the Law of Appeal shall apply to General Meetings, which shall be convened after 1 November 2005. As long as a listed company has not yet adapted its statutes to § 123 in the version of the law on business integrity and modernization of the right of appeal, the previous statutes rule for participation in the The Annual General Meeting or the exercise of voting rights shall continue with the proviso that, for the date of deposit or the issuing of any other proof of legitimacy, it shall be held before the Assembly at the beginning of the twenty-first day of the day. If, on the basis of the draft law on corporate integrity and the modernisation of the right of appeal, a company has taken a decision on the matter, the Management Board, with the agreement of the Supervisory Board, is authorized to take the decision with regard to the The date of issue of the proof of legitimations to be changed. Unofficial table of contents

§ 17 Transitional provision on § 243 para. 3 no. 2 and § 249 (1) sentence 1 of the German Stock Corporation Act

§ 243 (3) No. 2 and Section 249 (1) sentence 1 of the German Stock Corporation Act as amended by the Accounting Law Reform Act of 4 December 2004 (BGBl. I p. 3166) shall apply for the first time to challenge actions and actions for annulment which have been filed after 31 December 2004. Unofficial table of contents

§ 18 Transitional provision to § § 37 and 39 of the German Stock Corporation Act

The obligation to apply the domestic business address to the court in accordance with § 37 of the German Stock Corporation Act (AktG) in the period from the entry into force of the Law of 23. October 2008 (BGBl. 2026), to be entered in the Commercial Register on 1 November 2008, shall also apply to companies already registered in the Commercial Register at that time, unless the domestic business address is have already been notified to the Court pursuant to Section 24 (2) of the Commercial Register Regulation and have subsequently not changed. In these cases, the domestic business address with the first application relating to the registered company to the commercial register is from 1 November 2008, but at the latest by 31. October 2009. If up to the 31. In October 2009, no domestic business address has been filed for registration in the Commercial Register, the court shall, on its own account and without verification, bear the national law known to him in accordance with Section 24 (2) of the German Commercial Register Ordinance. Address as a business address in the Commercial Register; in this case, the notified address shall also apply irrespective of the date of its actual registration from the 31. October 2009 as a registered domestic business address of the company, if it is available in the electronic information and communication system according to § 9 paragraph 1 of the German Commercial Code. If no notification has been made to the General Court within the meaning of Article 24 (2) of the Commercial Register Regulation, a domestic business address has been disclosed to him in any other way, the provisions of sentence 3 shall apply with the proviso that the address shall be entered. if it is available in the electronic information and communication system in accordance with Article 9 (1) of the Commercial Code. The same shall apply if a domestic address, which has become known in some other way, deviates from an address previously communicated in accordance with section 24 (2) of the German Commercial Register Regulation. Notwithstanding the provisions of Section 10 of the Commercial Code, the entry in accordance with the provisions of sentences 3 to 5 shall not be disclosed. Unofficial table of contents

§ 19 Transitional provision to section 76 (3) sentence 2 no. 3 and sentence 3 of the German Stock Corporation Act

Section 76 (3), second sentence, no. 3 (a), (c), (d) and (e) of the German Stock Corporation Act (AktG), in which the Act of 23 October 2008 (BGBl. 2026), on 1 November 2008, it is not applicable to persons who have been appointed to the Board of Management before that date, if the conviction has become legally binding before 1 November 2008. The same applies to § 76 (3) sentence 3 of the German Stock Corporation Act (Stock Corporation Act) in the version valid from 1 November 2008, in so far as the conviction took place for an act which is comparable to the offences within the meaning of the sentence 1. Unofficial table of contents

Section 20 Transitional provision on the Act for the Implementation of the Shareholders ' Rights Directive

(1) § § § 121, 122, 123, 124, 124a, 125, 126, 127, 130, 134, 175, 176, 241 to 243 of the German Stock Corporation Act as amended by the Law on the Implementation of the Shareholders ' Rights Directive of 30 July 2009 (BGBl. I p. 2479) are to be applied for the first time at general meetings, to which according to the 31. (2) § § 128, 129 and 135 of the German Stock Corporation Act, as amended by the Act for the Implementation of the Shareholders ' Rights Directive, shall apply from 1 November 2009. (3) The statutes of a public limited liability company shall contain a period of time which shall: by way of derogation from § 123 (2) sentence 2 and 3 or subsection 3 sentence 3 and 4 of the German Stock Corporation Act, as amended by the Act for the Implementation of the Shareholders ' Rights Directive, it shall not be expressed in days, until the first ordinary general meeting after Entry into force of the Act on the Implementation of the Shareholders ' Rights Directive on 1 September 2009 effective. Section 123 (4) of the German Stock Corporation Act (AktG) in the version currently in force before the law implementing the Shareholders ' Rights Directive enters into force remains applicable for this period. (4) § 246a (2) (2) and § 319 (6) sentence 3 No. 2 of the German Stock Corporation Act (AktG) The Act on the Implementation of the Shareholders ' Rights Directive does not apply to release procedures and appeal proceedings which were pending before 1 September 2009. (5) In cases of § 305 (3) sentence 3, § 320b (1) sentence 6 and § 327b (3) (3) (3), § 320b, paragraph 1, sentence 6 2 of the German Stock Corporation Act for the period prior to 1 September 2009 shall remain in force at the time of the Interest rate. (6) § 319 (6) sentence 11 of the German Stock Corporation Act as amended by the Act on the Implementation of the Shareholders ' Rights Directive is not applicable if the action against the effectiveness of the General Assembly decision before 1 September 2009 (7) § 27 (3) and (4) of the German Stock Corporation Act (AktG) in the version valid from 1 September 2009 shall also apply to deposit benefits which have been effected before that date, insofar as they are subject to the legal situation in force prior to 1 September 2009 on the basis of the agreement of a deposit guarantee or of a concealed non-factual inlay To comply with the deposit obligation. This shall not apply in so far as the following claims between the company and the partner arising from the ineffectiveness have already been given a final judgment before 1 September 2009 or an effective agreement between the company and the shareholder, in which case the legal situation shall be assessed in accordance with the rules applicable up to 1 September 2009. Unofficial table of contents

Section 21 Healing the nullity of annual accounts

Section 256 (6) of the German Stock Corporation Act concerning the healing of the invalidity of annual financial statements also applies to annual accounts which have been established before the date of entry into force of the German Stock Corporation Act; however, it remains for the healing of the nullity according to § 256 (1) (a) of the Stock Corporation Act. 2 of the German Stock Corporation Act (Stock Corporation Act). The time limits laid down in Section 256 (6) of the German Stock Corporation Act (AktG) start for annual financial statements that have been established before the Act of Stock enters into force, not before the entry into force of the Stock Corporation Act. Unofficial table of contents

Section 22 Enterprise contracts

(1) For corporate contracts (§ § 291, 292 of the German Stock Corporation Act), which have been concluded prior to the entry into force of the Stock Corporation Act, § § 295 to 303, 307 to 310, 316 of the Stock Corporation Act with effect from the entry into force of the Stock Corporation Act. The time limit for the replenishing of the statutory reserve in accordance with Section 300 (1) of the German Stock Corporation Act shall expire from the beginning of the financial year commencing after 31 December 1965. However, § 300 Nr. 1 and 3 of the German Stock Corporation Act does not apply if the other part of the contract is obliged to use its revenues for public purposes on the date of the entry into force of the German Stock Corporation Act under the terms of the Articles of Association or of the Treaties. In the case of sentence 3, the statutory reserve must cease at the latest upon termination of the enterprise contract or the obligation under sentence 3 of the amount which, in accordance with § 300 of the German Stock Corporation Act, in conjunction with sentence 2, shall be returned to the statutory reserve. should have been recruited if these rules had been applied to society. If the amounts set in free reserves during the duration of the contract are not sufficient for this purpose, the other part of the contract shall compensate for the shortfall. (2) The Management Board of the Company shall have the existence and the nature of the enterprise contract as well as To register the name of the other part of the contract immediately after the entry into force of the Stock Corporation Act for entry in the Commercial Register. The notification shall indicate the date of the decision by which the general meeting has agreed to the contract. In the case of partial profit transfer agreements, the agreement on the amount of profit to be deducted shall also be notified. Unofficial table of contents

Section 23 Transitional provision to the law on the appropriateness of the remuneration of the Executive Board

(1) § 93 (2) sentence 3 of the German Stock Corporation Act (Stock Corporation Act) in the version valid from 5 August 2009 shall also apply from 1 July 2010 to insurance contracts concluded before 5 August 2009. If the Company is obligated to the Management Board from an agreement concluded before August 5, 2009 for the granting of an insurance without deductitiy within the meaning of Section 93 (2) sentence 3 of the German Stock Corporation Act (Stock Corporation Act), it shall be entitled to this obligation (2) Section 100 (2), first sentence, point 4 of the German Stock Corporation Act (AktG) in the version valid from 5 August 2009 shall not apply to members of the Supervisory Board who have already held their mandate on 5 August 2009. (3) § 120 (4) and § 193 of the German Stock Corporation Act (§ 120) Stock law in the version valid from 5 August 2009 shall be applied for the first time to decisions taken in the General meetings to be convened after 5 August 2009. Unofficial table of contents

Section 24 Transitional provision on the law for the restructuring and orderly winding up of credit institutions, establishing a restructuring fund for credit institutions and extending the statute of limitations for the liability of institutions in the area of legal liability

§ 93 (6) of the German Stock Corporation Act (AktG) in the version valid since December 15, 2010 is also applicable to the claims arising before 15 December 2010 and not yet barred. Unofficial table of contents

Section 25 Transitional provision on the Act for the equal participation of women and men in management positions in the private sector and in the civil service

(1) The provisions of § 76 (4) sentence 1 and 3 as well as in accordance with § 111 (5) sentence 1 and 3 of the German Stock Corporation Act shall be made for the first time by 30 September 2015 at the latest. The period to be determined for the first time pursuant to § 76 (4) sentence 3 and the first sentence of Section 111 (5) sentence 3 of the German Stock Corporation Act may not last longer than 30 June 2017. (2) The minimum proportion of 30 per cent of each of the women and men in the Supervisory Board according to § 96 (2) of the German Stock Corporation Act (AktG) must be taken into consideration when new elections and dispatches are required as of 1 January 2016 for the occupation of individual or several Supervisory Board seats. If the number of new Supervisory Board seats to be filled is not sufficient to reach the minimum level, the seats shall be filled with persons of the under-represented sex in order to increase its share in successive stages. Existing mandates can be exercised up to their regular end. (3) For the cases of § 96 (3) of the German Stock Corporation Act, paragraph 2 applies accordingly. Unofficial table of contents

§ 26 Kommanditsubsidiaries on shares

The provisions of this Section shall apply mutatily to limited liability companies. Unofficial table of contents

Section 26a supplementing of continuing companies

If, pursuant to Article 22 (1) of the Introductory Act to the Commercial Code, a joint-stock company continues its company without it containing the name "Aktiengesellschaft", the company must, until 16 June 1980, enter this name in its company record. If a general meeting does not take place until that day, and if the company is to be supplemented only by the name "Aktiengesellschaft", the Supervisory Board shall be entitled to this amendment. Unofficial table of contents

Section 26b Amendment of the Articles of Association

An amendment to the Articles of Association, which is required under Section 23 of the German Stock Corporation Act on the basis of the version in force of 1 July 1979, must be notified for registration in the Commercial Register by 16 June 1980. Unofficial table of contents

Section 26c Transitional periods

The provisions of the German Stock Corporation Act (Stock Corporation Act), as well as the examination of the provisions of the Stock Corporation Act as amended on 1 July 1979, shall apply only to the establishment of a set of foundations and increases in capital which, after 16 June 1980, shall be entered in the Register of trade registers. The time limits provided for in § 71 (3) sentence 2 and § 71c of the German Stock Corporation Act, as amended on 1 July 1979, do not begin before 16 June 1980. The reserve for treasury shares prescribed in accordance with § 150a of the German Stock Corporation Act does not need to be formed before June 16, 1980. Unofficial table of contents

Section 26d Transitional arrangements for mergers

The provisions of the Stock Corporation Act concerning mergers and transfers of assets in the version in force of 1 January 1983 shall not apply to operations which have already been prepared before that date of the merger or merger. A transfer contract has been certified or a main, shareholder or trade union meeting or a top representation has been convened. Unofficial table of contents

§ 26e Transitional regime to the Law on the Adaptation to the Law on the Modernisation of Debt Law

Section 327 (4) of the German Stock Corporation Act, as amended on 15 December 2004, shall apply to liabilities incurred prior to that date, if:

1.: the registration of the end of incorporation into the commercial register has been made known in accordance with Section 10 of the Commercial Code after that date; and
2.: the liabilities shall be due no later than four years after the date on which the registration of the end of incorporation into the commercial register has been made known in accordance with Section 10 of the Commercial Code.

Liabilities within the meaning of the first sentence, which shall be due later, shall be subject to the law applicable until now, subject to the fact that the limitation period is one year. Unofficial table of contents

§ 26f Transitional regulations on the micro-capital sociality-Accounting Law Change Act

§ § 152, 158 and 160 of the German Stock Corporation Act (AktG) as amended by the German Micro-Capitals-Balance Sheet Law of 20 December 2012 (BGBl. 2751) are to be applied for the first time on annual and consolidated financial statements, which relate to a closing date after 30 December 2012. § § 152, 158 and 160 of the German Stock Corporation Act of 6 September 1965 (BGBl.) remain valid for annual and consolidated financial statements that relate to a closing date of December 31, 2012. 1089), in the version valid until 27 December 2012.

Second section
Application of legal provisions to companies with a different legal form

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Section 27 Decision on the composition of the Supervisory Board

§ 96 (4), § § 97 to 99 of the German Stock Corporation Act apply analogously to companies with limited liability and liberal trade unions. Unofficial table of contents

§ 28

(dropped) Unofficial table of contents

Section 28a Treuhandanstalt

The provisions of the Stock Corporation Act on ruling companies are not applicable to the Treuhandanstalt. This does not apply to the application of rules on the representation of employees on the Supervisory Board of a company managed by the Treuhandanstalt.

Third Section
Repeal and amendment of laws

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§ 29 (omitted)

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§ § 30 to 32 ----

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Section 33 Law on the capital increase from company funds and on the profit and loss account

(1) (2) If credit institutions have, on the basis of a request pursuant to Article 11 (1) of the Law on the capital increase from company funds and the profit and loss account, have picked up new shares in their old shares which have been included in their collection custody and no new shares have been issued after the end of a year since the notice of the invitation to pick up or, if this period has expired before the date of entry into force of the German Stock Corporation Act, or on the entry into force of the share act on partial rights which do not are united in one hand, and their beneficiaries are not entitled to exercise the rights , these new shares shall be deemed not to have been collected. They shall be returned to the company immediately after the expiry of this period and, if the period of entry into force of the German Stock Corporation Act has expired, immediately. If the company has not yet threatened the sale of the unfetched shares, it shall immediately threaten it after the return of the shares. For the threat, § 214 (2) sentence 2 and 3 of the German Stock Corporation Act (AktG) applies. Section 214 (3) of the German Stock Corporation Act applies accordingly; if the period of one year since the last notice of the threat has expired on the date of entry into force of the Stock Corporation Act, a period of three months since the date of entry into force of the German Stock Corporation Act shall be replaced by the Entry into force of the German Stock Corporation Act. (3) (4) If shares in a company are admitted to official trading on a German stock exchange, the authorization shall also apply to the new shares, which are attributable to a capital increase from the company's funds. Unofficial table of contents

§ § 34 to 44 ----

Fourth Section
Final provisions

Unofficial table of contents

§ 45 Validate in Berlin

This law applies in accordance with Section 13 (1) of the Third Transfer Act of 4 January 1952 (Bundesgesetzbl. I p. 1) also in the Land of Berlin. Unofficial table of contents

Section 46 Entry into force

This Act shall enter into force on 1 January 1966. Unofficial table of contents

Annex EV Excerpt from EinigVtr Annex I, Chapter III, Area D, Section III
(BGBl. II 1990, 889, 960)

Section III
Federal law shall enter into force in the territory referred to in Article 3 of the Treaty, with the following measures:
...

6.: Introduction Act on the Stock Corporation Act of 6 September 1965 (BGBl. 1185), as last amended by Article 10 (11) of the Law of 19 December 1985 (BGBl I, p. 2355), with the following proviso: Article 22 (1) applies to public limited companies registered in the Commercial Register before 1 July 1990, with the proviso that the date "31 December 1965" shall be replaced by the date "30 June 1990". Stock companies which have been registered before 1 July 1990 for registration in the Commercial Register but have not yet been registered, will remain with the existing legislation on the establishment and registration of the company.

Footnote

Annex EV, sect. III N ° 6 sentence 2 italic pressure: no longer apply gem. § 1 (1) (4) (e) G v. 19.4.2006 I 866, 891 (BMJMeasure Tax BerG)