Introduction Act on the Law on Companies with Limited Liability (GmbHG-Introduction Act-EGGmbHG)

Unofficial table of contents

EGGmbHG

Date of completion: 23.10.2008

Full quote:

" GmbHG Introduction Act of 23. October 2008 (BGBl. I p. 2026, 2031), most recently by Article 7 of the Law of 17 July 2015 (BGBl. 1245).

Status:

Last amended by Art. 7 G v. 17.7.2015 I 1245

For more details, please refer to the menu under Notes

Footnote

(+ + + Text proof: 1.11.2008 + + +) 

  

The G was decided by the Bundestag as Article 2 of the G v. 23.10.2008 I 2026. It's gem. Art. 25 of this G entered into force on 1 November 2008. Unofficial table of contents

§ 1 Conversion to euro

(1) Companies entered in the Commercial Register before 1 January 1999 may retain their share capital on the basis of Deutsche Mark; the same shall apply to companies which have been registered before 1 January 1999 for registration in the Trade registers and have been registered by 31 December 2001. For the minimum amount and the subability of capital, deposits and business shares as well as for the extent of the voting rights, up to a capital change in accordance with sentence 4, the amounts valid up to that date shall continue to be decisive. This shall also apply if the company has converted its capital to euro; the ratio of the rights attaching to the business shares to one another shall not be affected by conversion between the German mark and the euro. A change in the share capital may only be registered after 31 December 2001 if the capital is converted to euro. (2) In the case of companies which are registered in the trade register between 1 January 1999 and 31 December 2001, and in which: The registered register may also be based on Deutsche Mark's stock capital and parent deposits. For the minimum and partial nature of capital, deposits and business shares and for the extent of voting rights, the provisions of the first sentence of Article 123 (4) of the Treaty establishing the European Community shall apply to the voting rights of the Council of the European Union Irrevocably fixed conversion rate in Deutsche Mark's amounts to be converted into the law in force as from 1 January 1999. (3) The conversion of the share capital and the shares of the business as well as other statutory amounts to be converted to Euro on the basis of Article 123 (4), first sentence, of the Treaty establishing the European Community Community irrevocably fixed conversion rate shall be effected by decision of the shareholders with a simple majority of votes in accordance with section 47 of the Act concerning companies with limited liability; § 53 (2) sentence 1 of the Act concerning Companies with limited liability shall not apply. § 54 (1) sentence 2 and 2 sentence 2 of the Act concerning companies with limited liability shall not apply to the application and registration of the conversion to the commercial register. If further measures are associated with the changeover, in particular the capital changes, the provisions in force for this shall remain unaffected; on a reduction in the share capital, with which the nominal amounts of the shares shall be adjusted to an amount after However, Article 58 (1) of the Act concerning companies with limited liability shall not be applied if, at the same time, an increase in the share capital against cash deposits has been decided and this increase in full amount before the Registration for the commercial register shall be made. Unofficial table of contents

§ 2 Transitional provisions on transparency and publicity law

Section 42a (4) of the Act concerning limited liability companies as amended by Article 3 (3) of the Transparency and Publicity Law 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. Unofficial table of contents

§ 3 Transitional provisions on the Law for the Modernisation of the GmbH-Law and the Suppression of Abuse

(1) The obligation to apply the domestic business address to the court in accordance with § 8 of the Act concerning companies with limited liability in the period from the entry into force of the Law of 23 July 2008, the Court of Justice of the European Union. 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 § 10 of the Commercial Code, the entry into force of the Articles 3 to 5 shall not be disclosed. (2) Section 6 (2), second sentence, No. 3 (a), (c), (d) and (e) of the Act concerning companies with limited liability in which the following provisions are applied as of 1 November It is not applicable to persons who have been appointed Managing Director before 1 November 2008, if the conviction has become final before 1 November 2008. The same applies to § 6 (2) sentence 3 of the Act concerning companies with limited liability in the version valid from 1 November 2008, in so far as the conviction took place on the grounds of a crime committed to the offences within the meaning of the sentence 1 (3) In the case of companies established before 1 November 2008, Section 16 (3) of the Act concerning companies with limited liability shall be found in the version valid from 1 November 2008 in the event that the companies Inaccuracy in the list of shareholders already available before 1 November 2008 and the In respect of the relevant part of the business at the earliest on legal transactions after 1 May 2009, the person entitled to apply is to be credited with the transaction. If the inaccuracy is not attributable to the beneficiary in the case of sentence 1, then, by way of derogation from 1 May 2009, 1 November 2011 shall be applicable. (4) § 19 (4) and (5) of the Act concerning limited liability companies in the first subparagraph of 1 November 2011. The version in force of November 2008 shall also apply to the deposit benefits which have been effected before that date, in so far as they are covered by the agreement of a deposit guarantee or of a concealed deposit in accordance with the legal situation in force before 1 November 2008. Do not have the effect of complying 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 or an effective agreement between the company and the partner before 1 November 2008; the shareholder has been taken; in this case, the legal situation shall be assessed in accordance with the provisions in force until 1 November 2008. Unofficial table of contents

§ 4 Transitional provision on the Accounting Law Modernisation Act

Section 52 (1), first sentence, of the Act concerning companies with limited liability in connection with Section 100 (5) and Section 107 (4) of the German Stock Corporation Act as amended by 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

§ 5 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

The provisions of § 36 sentence 1 and 3 as well as § 52 (2) sentences 1 and 3 of the Act concerning limited liability companies shall be made for the first time by 30 September 2015. The period to be determined for the first time in accordance with the third sentence of § 36 sentence 3 and section 52 (2) sentence 3 of the law on companies with limited liability shall not last longer than 30 June 2017. Unofficial table of contents

Section 6 Transitional provisions on the balance sheet law implementing law

§ 29 of the Act on Companies with Limited Liability in the Version of the Accounting Directive Implementation Act of 17 July 2015 (BGBl. 1245) is to be applied for the first time on annual and consolidated financial statements for a financial year commencing on 31 December 2015. On annual and consolidated financial statements for a financial year commencing before 1 January 2016, § 29 of the Act on Companies with Limited Liability shall remain applicable in the version valid until 22 July 2015.