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Introduction Act to the Act relating to the limited companies (GmbHG introduction law - EGGmbHG) EGGmbHG Ausfertigung date: 23.10.2008 full quotation: "GmbHG introduction Act of October 23, 2008 (BGBl. I S. 2026, 2031), most recently by article 7 of the Act of July 17, 2015 (BGBl. I S. 1245) has been changed" stand: last amended by article 7 G v. 17.7.2015 I 1245 for more information on the stand number you see in the menu see remarks footnote (+++ text detection from) : 1.11.2008 +++) the G was adopted as article 2 of the G v. 23.10.2008 I 2026 by the Bundestag. It entered into force article 25 of this G on November 1, 2008 as per.
§ 1 changeover to euro (1) companies that have been registered before 1 January 1999 in the commercial register, to keep their Deutsche Mark-denominated share capital; The same applies to companies which have been applied for before 1 January 1999 to the entry in the commercial register and registered up to December 31, 2001. For minimum and divisibility of capital, deposits and shares, as well as for the scope of the right to vote the hitherto valid amounts until further decisive change to a capital pursuant to sentence 4. The same applies if the company has converted its capital in euro; the ratio of the rights attached to the shares to each other is not affected by conversion between the Deutsche mark and euro. A change of the registered capital may are only registered after December 31, 2001, when the capital in euro will be converted.
(2) in the case of societies that have been registered and entered in the register between 1 January 1999 and 31 December 2001 to the commercial register, capital and master deposits on Deutsche mark may be. For minimum and divisibility of capital, deposits and shares as well as the extent of the voting rights apply to the to the Council of the European Union pursuant to article 123 para 4 sentence 1 of the Treaty establishing the European Community irrevocably fixed conversion rate in amounts of the Act in which attributable to Deutsche mark from applied as in force on 1 January 1999.
(3) the conversion of capital and of shares, as well as another statutory amount information on euro to which article 123 para 4 sentence 1 of the Treaty establishing the European Community is irrevocably fixed conversion rate by the partners with a simple majority according to § 47 of the law relating to companies with limited liability; § 53 para 2 sentence 1 of the Act relating to the limited liability companies is not applicable. On the application and registration of the conversion in the commercial register is regarding the limited liability companies not to apply article 54, paragraph 1, sentence 2 and paragraph 2 sentence 2 of the Act. Are other measures connected with the transition, in particular the capital changed the regulations for this purpose remain unaffected; However, section 58 (1) of the Act is regarding the limited liability companies do not apply, if at the same time decided to increase the share capital against contributions in cash and they paid in full prior to registration to the register on a reduction of the share capital, with the the nominal of shares to an amount provided under paragraph 1 set of 4.
Section 2 transitional provisions to the transparency and disclosure law section 42a, paragraph 4, of the Act relating to the companies with constrained liability in the version of article 3 para 3 of the transparency and disclosure law of 19 July 2002 (Federal Law Gazette I S. 2681) is to apply to the consolidated financial statements and the group management report for the fiscal year beginning after December 31, 2001 for the first time.
§ 3 transitional provisions to the Act to the modernisation of the GmbH law and to combat abuses (1) duty, domestic business address at the Court in accordance with § 8 of the Act relating to the companies with limited liability in the as of the entry into force of the Act of October 23, 2008 (BGBl. I S. 2026) on November 1, 2008 amended to the registration in the commercial register to login, also applies to companies , which at that time already in the commercial register are registered, unless for domestic business address is been already communicated according to § 24 para 2 of the commercial register Ordinance the Court and then hasn't changed. In these cases, the domestic business address with the first concerning the registered company registration to the register from 1 November 2008 is to login but no later than October 31, 2009. If no domestic business address to the entry in the commercial register is been registered until October 31, 2009, the Court enters officio and without verification free of charge to the domestic address as the business address known to him according to § 24 para 2 of the commercial register regulation in the commercial register; in this case the notified address is considered also independently from the time of their actual entry from October 31, 2009 registered domestic business address of the company, if it is available in the electronic information and communication system for article 9, paragraph 1 of the commercial code. Is no communication within the meaning of section 24 para 2 of the commercial register regulation has been made the Court, is a domestic business address known him but otherwise, set of 3 with the proviso that this address to enter is, if it is available in the electronic information and communication system for article 9, paragraph 1 of the commercial code shall apply. The same applies if a domestic address became known in any other way from a previously communicated address differs according to § 24 para 2 of the commercial register Ordinance. Entries are not made known after the sentences 3 to 5 by way of derogation from § 10 of the commercial code.
(2) § 6 para 2 sentence 2 No. 3 amended is letter a, c, d and e of the law relating to companies with limited liability in the November 1, 2008 on persons who have been ordered before 1 November 2008 the Managing Director not to apply if the conviction prior to November 1, 2008 has become final. Same applies to § 6 paragraph 2 sentence 3 of the law concerning the companies with limited liability in force from November 1, 2008, unless the conviction for a crime took place, that is comparable to the offences within the meaning of sentence 1.
(3) in the case of companies that have been formed prior to November 1, 2008 § 16 ABS. 3 of the law relating to companies with limited liability, in force from 1 November 2008 in case that the inaccuracy in the list of shareholders before November 1, 2008 available and the person entitled attributable to is with regard to the concerned business share at the earliest on legal transactions after May 1, 2009 finds application. The inaccuracy is not attributable to the person entitled in the case of Theorem 1, so November 1, 2011 is derogation from May 1, 2009 shall be decisive.
(4) paragraph 4 and 5 of the law relating to companies with limited liability, in force from 1 November 2008 also applies to deposit services, which before this time are caused as far as according to the legal situation due to the agreement of a deposit refund or a hidden contribution in kind before 1 November 2008 they have brought no obligation of deposit § 19. This does not apply, is the following from the invalidity of claims between the company and the shareholders already a final judgment prior to November 1, 2008 has been or taken an effective agreement between the company and the shareholders. in this case, the legal situation is assessed according to the force until November 1, 2008 regulations.
Section 4 transitional provision to the German accounting law modernisation Act § 52 para 1 sentence 1 of the Act relating to the companies with constrained liability in connection with § 100 para 5 and § 107 section 4 of the stock corporation act in the version of the accounting law modernisation Act of May 25, 2009 (Federal Law Gazette I p. 1102) does not apply, as long as all members of the Supervisory Board and the Audit Committee have been ordered before May 29, 2009.
Article 5 transitional provisions to the Act for the equal participation of women and men in leadership positions in the private sector and the public sector the specifications according to section 36 rate 1 and 3 as well as article 52, paragraph 2, sentence 1 and 3 of the law concerning the limited liability companies have to be made for the first time and no later than 30 September 2015. She can up to the 30 June 2017 take after section 36 rate 3 and § 52 paragraph 2 sentence 3 of the law concerning deadline to be set for the first time the companies with limited liability.
Article 6 transitional provisions to the financial directive implementation Act section 29 of the Act relating to the companies with constrained liability in the version of the accounts directive implementation Act of July 17, 2015 (Federal Law Gazette I p. 1245) shall apply for the first time on the annual and consolidated financial statements for a financial year commencing after December 31, 2015. Annual and consolidated financial statements for a financial year commencing before January 1, 2016, section 29 of the Act relating to the companies with limited liability in the version applicable up to the 22 July 2015 remains applicable.
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