Introduction Act To The German Stock Corporation Act

Original Language Title: Einführungsgesetz zum Aktiengesetz

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.

Introduction Law on the Stock Corporation Act

Non-official table of contents

AktGEG

Date of issue: 06.09.1965

Full quote:

" Introduction Act to the Stock Corporation Act of 6. September 1965 (BGBl. 1185), as defined by Article 4 of the Law of 24. April 2015 (BGBl. I p. 642), "

:Last modified Art. 4 G v. 20.12.2012 I 2751
Note:Amendment by Art. 4 G v. 24.4.2015 I 642 (No 17) in a textual, documentary yet non-exhaustive

See the menu under Notes
for details on the standstill.

Footnote

(+ + + Text proof from: 1.1.1986 + + +)
(+ + + measures due to EinigVtr see AktGEG Appendix EV,
partially no longer to be used + + +)
(+ + + Official note of the norm provider on EC law:
transformation
EGRL 43/2006 (CELEX Nr: 306L0043) cf. G v. 25. 5.2009 I 1102 + + +)

unofficial table of contents

overview

1.SectionTransitional rules§ § 1-26d
2.sectionApplication of legal provisions to companies with different legal form § § 27-28
3.SectionWaiver and amendment of laws § § 29-44
4.SectionFinal Provisions § § 45-46
unofficial table of contents

entry formula

The Bundestag, with the approval of the Bundesrat, has Adopted the following law:

First section
Transitional rules

Non-official Table of contents

§ 1 Basic Capital

(1) § 6 of the German Stock Corporation Act does not apply to public limited liability companies whose share capital and shares are not denominated in German marks at the date of entry into force of the German Stock Corporation Act, and also for Stock companies which, following the entry into force of the German Stock Corporation Act (AktG), are in accordance with § 2 of the D-market balance sheet 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) Stock companies that are before the 1. The nominal amounts of their share capital and their shares may continue to be referred to in the German mark in January 1999. Up to 31. Stock companies may be reregistered in December 2001, 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. Non-official table of contents

§ 2 Minimum nominal amount of capital stock

For stock companies that are before the 1. The minimum amount of the share capital until that date shall remain valid until the share of the shares in the trade register has been entered in the commercial register or registered for entry in the commercial register until such time as the share of the share capital has been applied to the The amounts of § 8 of the German Stock Corporation Act are adjusted. The minimum amount of the share capital according to § 7 of the German Stock Corporation Act (AktG) shall apply for subsequent start-ups as from 1. The Court of Justice of the European Communities has been responsible for the conversion into German marks of the conversion rate irrevocably fixed by the Council of the European Union in accordance with Article 109l (4), first sentence, of the EC Treaty, as amended. Non-official 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 (AktG).(2) Shares of a company before 1. 1 January 1999 entered in the Commercial Register or registered for registration in the Commercial Register and up to 31 December 1999. , may continue to be denominated in accordance with the rules in force until that date, shares issued on the basis of a capital increase decision, but only if that share is up to 31 December 2001. It was entered in the Commercial Register in December 2001. This applies only uniformly to all shares of a company. The nominal amounts may also be expressed in euro at the conversion rate irrevocably fixed by the Council of the European Union in accordance with the first sentence of Article 109l (4) of the EC Treaty.(3) For public limited liability companies, which are based on a post-31. In December 1998, the trade register had been registered until 31 December 1998. In accordance with Article 1 (2) (2) (2) of the EC Treaty, the basic capital and shares of which are denominated in German marks shall be deemed to be irrevocably fixed on the basis of the first sentence of Article 109l (4) of the EC Treaty Conversion rate in Deutsche Mark amounts to amounts to be converted in accordance with § 8 of the German Stock Corporation Act (AktG) in the amount of the 1. The text is in force in 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 not be affected by conversion between the German mark and the euro. 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 do not apply to § 8 of the German Stock Corporation Act (AktG) in the from 1. The decision of 31 January 1999, which amended its basic capital, may be adopted in accordance with the provisions of this Decision after 31 December 1999. It is only registered in the Commercial Register in December 2001 if, at the same time, a change in the statutes relating to the adjustment of the share amounts is entered in Section 8 of the German Stock Corporation Act (AktG). Non-official table of contents

§ 4 Transfer to the euro procedure

(1) On the conversion of the capital stock and the share amounts, and The annual general meeting shall decide, by way of derogation from section 179 (2) of the German Stock Corporation Act, with the simple exchange rate set out in accordance with Article 109l (4) sentence 1 of the EC Treaty, that the amount of the sum of the statutory provisions shall be irrevocably fixed in accordance with the first sentence Majority of the basic capital represented in the decision-making process. From the 1st In January 2002, the Supervisory Board is authorized to make amendments to the statutes. § 181 (1) sentences 2 and 3 of the German Stock Corporation Act shall not apply to the registration and registration of the conversion into the commercial register.(2) By way of derogation from § 207, for an increase in the share capital from company funds or a reduction in the capital to the next higher or next lower amount with which the nominal amounts of the shares can be placed at full euros 2, § 182 (1) and § 222 (1) of the German Stock Corporation Act, the simple majority of the share capital represented in the decision-making process, but only if at least half of the share capital is represented in the reduction. 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 euro may be carried out by increasing or reducing the nominal amount of the shares or by reallocation of the share amounts. 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) In the event that shares of a conditional capital have been issued after the decision on a capital increase from company funds or over 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 shall be part of the change in the nominal amounts.(5) By way of derogation from Section 208 (1) Sentence 2 and Section 150 (3) of the German Stock Corporation Act, the capital reserves and the statutory reserve and their supply, including those of the tenth part, may be used for a capital increase from the company funds referred to in paragraph 2 of this Article. Do not exceed part or the higher part of the previous share capital, which is determined in the articles of association, and be converted into basic capital. Section 229 (2) of the German Stock Corporation Act shall not apply to a reduction in the capital referred to in 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. Non-official table of contents

§ 5 Multivoting rights. Maximum voting rights

(1) Multi-voting rights are deleted 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. In this decision, holders of multi-voting shares are excluded from exercising the overall voting rights.(2) Regardless of paragraph 1, the Annual General Meeting may decide to remove the 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 removal of the voting rights be placed on the agenda of the Annual General Meeting.(3) In the event of the extinguishing referred to in paragraph 1 and the removal referred to in paragraph 2, the company shall provide a compensation to a holder of multi-voting rights, which shall take due account of the particular value of the voting rights. 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 appeal of the decision referred to in paragraph 2 may not be based on Section 243 (2) of the German Stock Corporation Act or on the fact that the elimination of the multi-voting rights or the compensation fixed is 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 Section 10 of the Commercial Code.(5) For the procedure in the cases referred to in the second sentence of paragraph 3 and in the second sentence of paragraph 4, the Spruchproceedings Act shall apply mutatily.(6) The compensation determined by the resolution of the general meeting shall not be due until the performance if an application for a judicial provision has not been made or is not submitted within the time limit or the proceedings by a final decision or withdrawal of the application completed. Since the day on which the amendment to the Articles of Association has been made known in the Commercial Register in accordance with Section 10 of the Commercial Code, the compensation has to be galvanissed with five of the hundreds for the year.(7) For maximum voting rights in listed companies, which are prior to 1. 1 of the German Stock Corporation Act (Stock Corporation Act), the provisions of Articles 2 to 5 of Section 134 (1) of the German Stock Corporation Act (AktG) shall apply in the preceding year The European Parliament and the Council of the European Union June 2000. Non-official table of contents

§ 6 Company participating in the exchange

(1) Are a public limited company and another company already at the Entry into force of the German Stock Corporation Act (AktG), without the conditions of § 19 (2) or (3) of the German Stock Corporation Act (AktG), and both companies have submitted the notification in accordance with § 20 (3) or § 21 (1) of the German Stock Corporation Act (§ 7). The German Stock Corporation Act (AktG) does not apply to them § 328 (1) and (2) of the German Stock Corporation Act(2) As long as the companies are mutually involved and are not subject to the requirements of section 19 (2) or (3) of the German Stock Corporation Act, the following shall apply to the exercise of the rights arising from the shares in the other company instead of:
1.
From the shares that the company has heard at the entry into force of the Stock Corporation Act, or the all rights can be exercised in the event of a capital increase from the company's own funds.
2.
From shares which, in the event of a capital increase, are against Deposits on the basis of a subscription right existing in accordance with point 1 may be exercised, all rights other than the right to vote may be exercised; the same shall apply in respect of shares held by those shares in the event of a capital increase from company funds.
3.
From other shares, no rights may be exercised with the exception of the right to new shares in the event of a capital increase from company funds. .
(3) If only one of the companies involved in the exchange has made the notification according to § 20 (3) or § 21 (1) of the German Stock Corporation Act within the stipulated period (§ 7), Section 328 (1) and (2) shall not apply to this company. Non-official table of contents

§ 7 Participation obligation of shareholdings

The notification obligations under § § 20, 21 and 328 para. 3 of the German Stock Corporation Act (AktG) apply Also for participations which exist on the entry into force of the Stock Corporation Act. The holdings shall be notified within one month of the date of entry into force of the Stock Corporation Act. Non-official table of contents

§ 8 Subject matter of the company

In the case of public limited liability companies, which are listed on the entry into force of the German Stock Corporation Act If the provisions of the Articles of Association are not listed in Section 23 (3) (2) of the German Stock Corporation Act, amendments to the Articles of Association shall be entered by the General Meeting only if at the same time the determination of the articles of association the subject-matter of the company is adapted to § 23 para. 3 no. 2 of the German Stock Corporation Act. unofficial table of contents

§ 9 registered shares

(omitted) unofficial table of contents

§ 10 shareholders ' obligations

§ 55 (1) sentence 2 of the German Stock Corporation Act does not apply to public limited liability companies that are already in force at the time of entry into force of the Share law in its statutes have provided subsidiary obligations of shareholders. However, if such companies change the object of the undertaking or the provisions of the statutes relating to the subsidiary obligations, such amendments shall be entered only if, at the same time, it is determined whether the benefits are to be paid in remuneration or free of charge. are to be provided. Non-official table of contents

§ 11 Reformation transactions

The ineffectiveness in accordance with § 52 of the German Stock Corporation Act (AktG) before the 1. After 1 January 2000, the post-start business may be closed after 1 January 2000. January 2002, only on the basis of the 1. The amended version of the regulation was amended in January 2000. Non-official table of contents

§ 12 Supervisory Board

(1) Provisions of the Articles of Association on the number of members of the Supervisory Board and on alternate members of the Supervisory Board. Members of the Supervisory Board shall, in so far as they are not compatible with the provisions of the German Stock Corporation Act, cease to apply at the end of the Annual General Meeting, which shall be subject to the discharge of the members of the Supervisory Board on the 31 December 2007. No later than with the expiry of the period specified in § 120 (1) of the German Stock Corporation Act (AktG) for decision-making on the decision to grant discharge. A general meeting which takes place within this period may, in place of the provisions of the statutes which are repeal of force and with a simple majority of votes, adopt new provisions on statutes.(2) The Office of the Supervisory Board members or the deputies of the Supervisory Board members shall not be issued with the date referred to in paragraph 1 of this Article, shall be replaced by the duties of the Supervisory Board or the alternates of the members of the Supervisory Board.(3) Has a member of the Supervisory Board on 1. May 1998 a higher number of Supervisory Board mandates than in accordance with Section 100 (2) sentence 1 No. 1 in conjunction with sentence 3 of the German Stock Corporation Act (AktG) in the from 1. Article 100 (2) of the German Stock Corporation Act (AktG), which is valid until 30 May 1998, applies to these mandates in the following. It shall continue until the expiry of the term of office in force for the term of office of the European Parliament.(4) § 100 (5) and § 107 (4) of the German Stock Corporation Act (AktG) in 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 of the Audit Committee before the 29. May 2009 have been ordered. Non-official table of contents

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

§ 175 of the German Stock Corporation Act, as amended by the German Stock Corporation Act. Article 1 (21) of the Transparency and Publicity Act of 19. July 2002 (BGBl. I p. 2681) is for the first time on the consolidated financial statements and the group management report for the post-31. The financial year commencing in December 2001. § § 175, 337 (3) of the German Stock Corporation Act (AktG) in the up to 25 years of the year are based on the consolidated financial statements and the group management report for a previous financial year. The Commission shall continue to apply in force in July 2002. Section 337 (2) of the German Stock Corporation Act (AktG) in the up to 25 July 2002 is the latest version of the consolidated financial statements and the group management report for the post-31. The financial year commencing in December 2001. Non-official table of contents

§ 14 Transitional provision on § 171 para. 2, 3 and § 173 para. 1 of the German Stock Corporation Act

§ 171 para. 2 sentence 5, para. 3 sentence 3 second sentence Half-sentence and section 173 (1), second sentence, of the German Stock Corporation Act, as amended by Article 1 (18), 19 of the Transparency and Publicity Act of 19. July 2002 (BGBl. 2681) is for the first time on the consolidated financial statements for the post-31. The financial year commencing in December 2001. Non-official table of contents

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

The statement in accordance with Section 161 of the German Stock Corporation Act (AktG) is first published 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. Non-official table of contents

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

§ 123 (2) and (3) and § 125 (2) of the German Stock Corporation Act The Stock Corporation Act, as amended by the Law on Business Integrity and Modernisation of the Right of Appeal, shall apply to General Meetings, to which, after 1. The Commission shall be convened in 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 To change the date of issue of the proof of legitimations. Non-official table of contents

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

German Stock Corporation Act) § 243 (3) (2) and (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) are to be applied for the first time to challenge actions and nullity actions, which are based on the 31. The report was adopted in December 2004. Non-official table of contents

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

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 which the Act of 23. October 2008 (BGBl. 2026) on 1. In the case of companies which are already registered in the Commercial Register at that date, it shall also apply to companies which are already registered in the Commercial Register, unless the national business address is the Court of First Instance. has already been informed pursuant to Section 24 (2) of the Commercial Register Regulation and has subsequently not changed. In these cases, the domestic business address with the first registered company application to the commercial register is from 1. November 2008, but no later than 31 December 2008. 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 Article 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. Non-official table of contents

§ 19 Transitional provision on § 76 (3) sentence 2 No. 3 and sentence 3 of the German Stock Corporation Act

§ 76 (3) sentence 2 no. 3 (a), c, d and e of the Stock Corporation Act in the period from the entry into force of the Law of 23. October 2008 (BGBl. 2026) on 1. November 2008 is not applicable to persons who have been appointed to the Management Board prior to that day, if the conviction is before the 1. It has become legally binding in November 2008. The same applies to § 76 (3) sentence 3 of the German Stock Corporation Act (AktG) in the beginning of 1. The European Parliament and the Council of the European Union, the European Parliament and the Council of the European Union, are due to take place in November 2008, as long as the conviction was unofficial table of contents

§ 20 Transitional provision on the law implementing the shareholders ' rights policy

(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 Act on the Implementation of the Shareholders ' Rights Directive of 30 June 2008. July 2009 (BGBl. I p. 2479) are to be applied for the first time at general meetings, to which according to the 31. It will be convened in October 2009.(2) § § 128, 129 and 135 of the German Stock Corporation Act (AktG) as amended by the Act for the Implementation of the Shareholders ' Rights Directive are from 1 January 2011. November 2009.(3) If the statutes of a public limited company contain a period of time which, by way of derogation from § 123 (2) sentence 2 and 3 or para. 3 sentence 3 and 4 of the German Stock Corporation Act, is not expressed in days in the version of the law implementing the Shareholders ' Rights Directive, according to the Remains this until the first ordinary general meeting after the entry into force of the law implementing the Shareholders ' Rights Directive on 1 January 2014. September 2009 effective. Section 123 (4) of the German Stock Corporation Act (AktG) in the version 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) as amended by the Law on the Implementation of the Shareholders ' Rights Directive are not applicable to the release procedures and the appeal procedures that are before the 1. The report was adopted on 15 September 2009.(5) In cases of § 305 (3) sentence 3, § 320b (1) sentence 6 and Section 327b (2) of the German Stock Corporation Act (AktG), it remains for the time before the 1. September 2009 at the interest rate applicable until that date.(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 the 1. The report was due to be held in September 2009.(7) § 27 (3) and (4) of the German Stock Corporation Act (AktG) in the beginning of 1 The version in force in September 2009 shall also apply to the deposit benefits which have been effected before that date, insofar as they are carried out in accordance with the provisions of the first paragraph of this Article. On the basis of the agreement of a deposit guarantee or of a concealed invalidity, the legal situation in force in September 2009 did not result in the fulfilment of the deposit obligation. This shall not apply in so far as the following claims between the company and the partner following the invalidity period already exist before the 1. In the event of a final judgment or an effective agreement between the company and the shareholder, the legal situation shall be assessed in accordance with the provisions of 1 September 2009. The rules in force in September 2009. Non-official table of contents

§ 21 Healing of the nullity of annual accounts

§ 256 (6) of the German Stock Corporation Act on the healing of the nullity of Annual accounts shall also apply to financial statements which have been established before the date of entry into force of the German Stock Corporation Act; however, it remains in the case of the previous regulations for the healing of the nullity according to Section 256 (2) of the German Stock Corporation Act (AktG). The time limits laid down in Section 256 (6) of the German Stock Corporation Act (AktG) begin for annual accounts which have been established before the date of entry into force of the Stock Corporation Act, not before the entry into force of the Stock Corporation Act Non-official table of contents

§ 22 Company contracts

(1) For corporate contracts (§ § 291, 292 of the German Stock Corporation Act), which are prior to the entry into force of the The German Stock Corporation Act (AktG) has been closed, § § 295 to 303, 307 to 310, 316 of the German Stock Corporation Act with effect from the entry into force of the Stock Corporation Act. The time limit for the repleniation of the statutory reserve in Section 300 (1) of the German Stock Corporation Act expires from the beginning of the period after the 31. December 1965 beginning of fiscal year. 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 has to compensate for the shortfall.(2) The Management Board of the Company shall notify the existence and nature of the Company Agreement as well as the name of the other contract part immediately after the entry into force of the Stock Corporation Act for registration 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. Non-official table of contents

§ 23 Transitional provision to the law on the appropriateness of management board remuneration

(1) § 93 (2) sentence 3 of the German Stock Corporation Act (AktG) in the beginning of the 5. The latest version of the Directive is 1 January 2009. It also applies to insurance contracts prior to 5 July 2010. It was concluded in August 2009. If the company is a member of the board of directors before the 5. This obligation may be fulfilled by an agreement concluded in August 2009 for the purpose of providing insurance without deductitiy within the meaning of the third sentence of section 93 (2) of the German Stock Corporation Act (AktG).(2) § 100 (2), first sentence, point 4 of the German Stock Corporation Act (Stock Corporation Act) in which the fifth sentence is August 2009 is not applicable to members of the Supervisory Board who are mandated by the Supervisory Board on 5 June 2009. Already in August 2009.(3) § 120 (4) and § 193 of the German Stock Corporation Act (AktG) in the beginning of 5. The current version of the European Parliament will be the first to apply to decisions taken in general meetings after the 5th edition of the European Parliament. This is due to be convened in August 2009 Non-official table of contents

§ 24 Transitional provision on the law on restructuring and orderly winding up of credit institutions, establishing a Restructuring fund for credit institutions and the extension of the period of limitation of the legal liability of the shareholders

§ 93 (6) of the German Stock Corporation Act (AktG) in the since the 15. December 2010 is also due to be published before the 15. The Commission shall apply the provisions of this Regulation, which have not yet been subject to limitation. Non-official table of contents

§ 25 Transitional provision to the Act on the equal participation of women and men in management positions in the Private sector and public service

(1) The provisions of § 76 (4) sentences 1 and 3 as well as the first and third sentences of Section 111 (5) of the German Stock Corporation Act (AktG) have for the first time been up to 30. The report will be held in September 2015. The period laid down in Section 76 (4) sentence 3 and the first sentence of Article 111 (5) sentence 3 of the German Stock Corporation Act shall not be allowed to exceed 30 years. June 2017.(2) The minimum proportion of 30 per cent of women and men in the Supervisory Board in accordance with Section 96 (2) of the German Stock Corporation Act (AktG) shall be subject to new elections and submissions 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 perceived as far as their regular end.(3) In the case of the cases of Section 96 (3) of the German Stock Corporation Act, paragraph 2 applies accordingly. Non-official table of contents

§ 26 KommanditCompanies on shares

The provisions of this section apply analogously to limited liability companies on shares. Non-official table of contents

§ 26a Supplement of continuing companies

Performs a public limited company pursuant to Section 22 (1) of the Introductory Act In the case of a commercial code, the company shall continue to be a company without the name "Aktiengesellschaft", the company shall be required to do so by the end of the year 16. This term is to be included in the company's company in June 1980. 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. Non-official table of contents

§ 26b Amendment of the Articles of Association

An amendment to the Articles of Association, pursuant to Section 23 of the German Stock Corporation Act (AktG), due to the provisions of It will be required until 16 July 1979. To register for registration in the Commercial Register in June 1980. Non-official table of contents

§ 26c Transitional periods

The provisions of the German Stock Corporation Act (Stock Corporation Act) on facts and in kind and on the examination thereof in the case of 1. July 1979, the current version applies only to start-ups and capital increases, which are in accordance with the provisions of the 16. June 1980 for registration in the Commercial Register. The time limits laid down in § 71 (3) sentence 2 and § 71c of the German Stock Corporation Act (Stock Corporation Act) in the No later than 16 July 1979, the current version of the Directive will not be replaced by the 16. June 1980. The reserve for treasury shares prescribed in accordance with § 150a of the German Stock Corporation Act does not need to be held before the 16. June 1980. Non-official table of contents

§ 26d Transitional arrangements for mergers

The provisions of the German Stock Corporation Act on mergers and mergers Transfers of assets in the case of 1. January 1983, the current version shall not apply to operations which, prior to that date, are already being prepared by an appraisal of the merger or transfer contract, or by a main, shareholder or trade union assembly or a top Representation has been convened. unofficial table of contents

§ 26e Transitional rules to the law on the adjustment of limitation rules to the law for the modernization of the Debt law

§ 327 (4) of the German Stock Corporation Act (AktG) in the beginning of the 15th December 2004 shall apply to liabilities incurred prior to that date if
1.
the entry of the end of the integration into the commercial register according to § 10 of the Commercial Code after this date has been made known and
2.
the liabilities are not later than four years after the date on which the registration of the end of incorporation into the commercial register is made known in accordance with Section 10 of the Commercial Code .
On later due liabilities within the meaning of the first sentence, the law applicable to date shall apply with the proviso that the limitation period shall be one year. Non-official table of contents

§ 26f Transitional regulations on the micro-capital company-balance sheet law amending law

§ § 152, 158 and 160 of the Stock law as amended by the German capital stock law amending act of 20 December 2009. December 2012 (BGBl. 2751) are to be applied for the first time on annual and consolidated financial statements, which are based on one after the 30. The final date of the closing date is December 2012. On annual and consolidated financial statements, which are based on one prior to the 31. As of December 2012, § § 152, 158 and 160 of the German Stock Corporation Act (AktG) shall remain in force on 6 December 2012. September 1965 (BGBl. 1089) in the up to the 27.

Second Section
Application of Act of Act to Companies with Other Legal Form

Non-official table of contents

§ 27 Decision on the composition of the Supervisory Board

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

§ 28

(omitted) unofficial Table of contents

§ 28a Treuhandanstalt

The provisions of the German Stock Corporation Act (AktG) 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 change of Laws

Non-official table of contents

§ 29 (omitted)

unofficial table of contents

§ § 30 to 32 ----

unofficial table of contents

§ 33 law on the capital increase from company funds and through the profit and loss account

(1) (2) 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 In the event of a loss account being taken into its collective custody, new shares have been picked up and new shares are cancelled after the end of a year since the notice of invitation to pick up or, if that period before the date of entry into force of the If the German Stock Corporation Act has expired, and if the Stock Corporation Act enters into force on partial rights which are not united in one hand and the beneficiaries of which have not joined in the exercise of the rights, these new shares shall be deemed to have been not picked up. 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, then a period of three months from the date of entry into force shall be replaced by the date of entry into force. of the 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. Non-official table of contents

§ § 34 to 44 ----

Fourth Section
Final Provisions

Non-official table of contents

§ 45 Validated 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. Non-official table of contents

§ 46 Entry into force

This law occurs on the 1. January 1966, in force. Non-official table of contents

Annex EV extract from EinigVtr Asset I, Chapter III, Section III, Section III,
(BGBl. II 1990, 889, 960)

Section III,
Federal Law shall enter into force in the area referred to in Article 3 of the Treaty with the following measures:
...
6.
Introduction Law 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. 2355), with the following proviso: § 22 (1) is for public limited liability companies, which are before the 1. The date of entry into the Commercial Register was entered in July 1990, subject to the proviso that the date " 31. December 1965 "by date" 30. June 1990 " will be replaced by limited liability companies before 1 January 1990. In the case of the registration in the Commercial Register, but not yet registered, the existing legislation on the establishment and registration of the company has not yet been registered.

Footnote

Annex EV sect. III No 6 Set 2 italic print: no longer apply gem. § 1 (1) No. 4 (e) (e) G v. 19.4.2006 I 866, 891 (BMJMeasure Tax) mWv 25.4.2006