Law concerning the acquisition and economic cooperatives (co-operative law-GenG)

Unofficial table of contents

GenG

Date of completion: 01.05.1889

Full quote:

" Cooperative Act in the version of the Notice of 16. October 2006 (BGBl. I p. 2230), most recently by Article 17 of the Law of 24 April 2015 (BGBl. 642).

Status:	New by Bek. v. 16.10.2006 I 2230;
	Last amended by Art. 17 G v. 24.4.2015 I 642

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 1.1.1986 + + +) 
(+ + + For application cf.  Section 120 (2) (F 2014-12-10) + + +) 
(+ + + For application cf.  § 167 + + +) 
(+ + + Official note from the norm-provider on EC law: 
 Implementation of the 
 ERL 43/2006 (CELEX Nr: 32006L0043)  G v. 25.5.2009 I 1102 + + +) 

  

Heading: short transcript and Letter abbreviation inserted. by Article 3 (1) (1) G v. 14.8.2006 I 1911 mWv 18.8.2006 Unofficial table of contents

Content Summary

Section 1
Establishment of the cooperative
§ 1	The essence of the cooperative
§ 2	Liability for liabilities
§ 3	Company of the Cooperative
§ 4	Minimum number of members
§ 5	Form of Statutes
§ 6	Minimum content of the Statutes
§ 7	Other mandatory record content
§ 7a	Several shares of shares;
§ 8	Reservation of sentence for individual provisions
§ 8a	Minimum capital
§ 9	Management Board; Supervisory Board
§ 10	Cooperative Register
§ 11	Registration of the cooperative
§ 11a	Examination by the Court
§ 12	Publication of the Statutes
§ 13	Legal status prior to registration
§ 14	Establishment of a branch
§ 14a	(dropped)
§ 15	Declaration of Accession
Section 15a	Content of the Declaration of Accession
Section 15b	Participation with other business units
§ 16	Amendment of the Statute
Section 2
Legal relationships between the cooperative and its members
§ 17	Legal person; Formkaufmann
§ 18	Legal relationship between cooperatives and members
§ 19	Profit and loss distribution
§ 20	Exclusion of profit distribution
Section 21	Prohibition of the return on the balance of business assets
Section 21a	Exceptions to the ban on interest rate
Section 22	Reduction of the business share; prohibition of payment of the business credit
Section 22a	Obligation to follow up
§ 22b	Disassembly of the business unit
Section 23	Liability of Members
Section 3
Constitution of the Cooperative
§ 24	Board
Section 25	Representation, drawing by board members
Section 25a	Information on business letters
Section 26	Authority of the Executive Board
§ 27	Limitation of the power of representation
§ 28	Amendment of the Executive Board and the power of representation
§ 29	Publicity of the Cooperative Register
§ 30	Member List
Section 31	View into the membership list
Section 32	Submission of the membership list to the court
§ 33	Accounting; annual accounts and annual report
§ § 33a to 33i	(dropped)
Section 34	Duty of care and responsibility of the Management Board members
§ 35	Deputy of Board Members
§ 36	Supervisory Board
Section 37	Incompatibility of Offices
§ 38	Tasks of the Supervisory Board
§ 39	Power of representation of the Supervisory Board
§ 40	Preliminary impeachment of board members
Section 41	Duty of care and responsibility of Supervisory Board members
§ 42	Prokura; Power of action
Section 43	General Assembly; Voting rights of Members
§ 43a	Representative Assembly
Section 44	Convening of the General Assembly
§ 45	Convening at the request of a minority
Section 46	Form and deadline for convocation
§ 47	Niederschrift
§ 48	Competence of the General Assembly
§ 49	Restrictions on loans
§ 50	Determination of deposits on the share of the business
Section 51	Suspension of decisions of the General Assembly
Section 52	(dropped)
Section 4
Examination and examination associations
Section 53	Mandatory Review
§ 54	Mandatory membership in the examination board
Section 54a	Change of the Examination Association
§ 55	Examination by the association
§ 56	Rest of the examination law of the association
Section 57	Review procedures
Section 58	Audit Report
§ 59	Examination certificate; referral to the General Assembly
§ 60	The right of appeal of the Examination Association
Section 61	Remuneration of the Examination Association
Section 62	Responsibility of audit bodies
§ 63	Responsibility for the award of the examination law
Section 63a	Award of the examination law
Section 63b	Legal form, members and purpose of the Examination Association
Section 63c	Statute of the Examination Association
Section 63d	Submissions to court
§ 63e	Quality control for audit associations
Section 63f	Auditor for Quality Control
§ 63g	Implementation of quality control
§ 63h	Special investigations
Section 64	State supervision
Section 64a	Withdrawal of examination law
Section 64b	Appointment of an Examination Association
Section 64c	Testing of dissolved cooperatives
Section 5
Termination of membership
Section 65	Dismissal of the Member
Section 66	Cancellation by creditors
§ 66a	Dismissal in insolvency proceedings
Section 67	Termination of membership for the purpose of residence
§ 67a	Extraordinary right of dismissal
§ 67b	Termination of individual business shares
Section 67c	Dismissal of housing cooperatives
Section 68	Exclusion of a Member
Section 69	Entry in the membership list
§ § 70 to 72	(dropped)
Section 73	Debate with retired Member
Section 74	(dropped)
§ 75	Continuation of membership in the dissolution of the cooperative
Section 76	Transfer of the business credit
Section 77	Death of Member
§ 77a	Dissolution or deletion of a legal person or a partnership
Section 6
Dissolution and nullity of the cooperative
Section 78	Resolution by decision of the General Assembly
§ § 78a and 78b	(dropped)
§ 79	Resolution by time lapse
Section 79a	Continuation of the dissolved cooperative
§ 80	Resolution by the Court
§ 81	Resolution at the request of the supreme state authority
§ 81a	Liquidation in the event of insolvency
Section 82	Registration of the dissolution
Section 83	Ordering and dismissiation of liquidators
Section 84	Registration by liquidators
§ 85	Drawing of the liquidators
§ 86	Publicity of the Cooperative Register
Section 87	Legal relationships in the liquidation stage
§ 87a	Payment obligations in the case of overindebtedness
§ 87b	Prohibition of increase of business share or imprisonment
Section 88	Tasks of the liquidators
§ 88a	Rights to repay deposits and pro-rata amounts
§ 89	Rights and obligations of liquidators
§ 90	Requirement for wealth distribution
Section 91	Distribution of assets
§ 92	Undivisible cleanability
Section 93	Storage of documents
§ § 93a to 93s	(dropped)
Section 94	Action for annulment
§ 95	Reasons for invalidity; Healing of defects
§ 96	Proceedings for annulment
Section 97	Effect of registration of nullity
Section 7
Insolvency proceedings; accountability of members
Section 98	Opening of insolvency proceedings
§ 99	Default of payment in case of insolvency or over-indebtedness
§ 100	(dropped)
§ 101	Effect of the opening of insolvency proceedings
Section 102	Registration of the opening of insolvency proceedings
§ § 103 and 104	(dropped)
Section 105	Accountability of Members
Section 106	Advance Calculation
Section 107	Court declaration on advance calculation
Section 108	Explanation Date
Section 108a	Attestability of claims of the cooperative
§ 109	Confiscation of advances
§ 110	Deposit or installation of advances
Section 111	Challenge action
Section 112	Proceedings in the case of a challenge
§ 112a	Comparison of surpluses
Section 113	Additional Calculation
Section 114	Post-casting calculation
§ 115	Night ray distribution
§ 115a	Surcharge distribution of surpluses
Section 115b	Obligation to resign members who have been expunged
Section 115c	Contribution to the contribution of members of the expat
§ 115d	Recovery and repayment of surpluses
§ 115e	Property Management
Section 116	Insolvency plan
Section 117	Continuation of the cooperative
Section 118	Termination at continuation of the cooperative
Section 8
Liability Total
§ 119	Determination of the Adhesion Sum
§ 120	Reduction of the Detention Order
Section 121	Multi-Business Liability
§ § 122 to 145	(dropped)
Section 9
Criminal and penal rules
Section 146	(dropped)
Section 147	Incorrect information or incorrect representation
§ 148	Loss of duty at loss
§ 149	(dropped)
Section 150	Breach of reporting obligations
Section 151	Breach of confidentiality
Section 152	Fines
§ § 153 and 154	(dropped)
Section 10
Final provisions
§ 155	Alregistries in the accession area
Section 156	Notice of entries
Section 157	Registrations for the register of cooperatives
Section 158	Non-appearance of a notice sheet
Section 159	(dropped)
§ 160	Compulsory monetary procedures
Section 161	Authorisation
Section 162	Transitional provision for housing undertakings
Section 163	(dropped)
Section 164	Transitional arrangements for the limitation of the annual audit
Section 165	Transitional provision on the Euro-balance sheet law
Section 166	Transitional regime for the law on prudential supervision
Section 167	Transitional provision on the Accounting Law Modernisation Act
§ 168	Transitional provision on the equal participation of women and men in management positions in the private sector and in the civil service

Section 1
Establishment of the cooperative

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§ 1 Essence of the Cooperative

(1) Companies of a non-closed number of members whose purpose is to promote the acquisition or economy of their members or their social or cultural interests by means of a joint business operation. (co-operatives), acquire the rights of a 'registered cooperative' in accordance with the provisions of this Act. (2) Participation in companies and other associations of persons, including public bodies, is permitted, if it

1.

the promotion of the acquisition or economy of the members of the cooperative or their social or cultural interests, or,

2.

without forming the sole or predominant purpose of the cooperative, the cooperative effort of the cooperative

is intended to be used. Unofficial table of contents

§ 2 Liability for liabilities

The creditors are only liable for the assets of the cooperative for the liabilities of the cooperative. Unofficial table of contents

§ 3 Company of the Cooperative

The company of the cooperative must, even if it is continued in accordance with Section 22 of the Commercial Code or in accordance with other statutory provisions, contain the term "registered cooperative" or the abbreviation "eG". Section 30 of the Commercial Code shall apply accordingly. Unofficial table of contents

§ 4 Minimum number of members

The number of members shall be at least three. Unofficial table of contents

§ 5 Form of the Articles of Association

The Articles of Association of the Cooperative require the written form. Unofficial table of contents

§ 6 Minimum Content of the Articles of Association

The Articles of Association shall contain:

1.

the Company and the seat of the Cooperative;

2.

the object of the undertaking;

3.

Provisions as to whether the members, in the event that the creditors are not satisfied in the insolvency proceedings concerning the assets of the cooperative, shall limit the amount of surpluses to the insolvency mass, limited to a certain sum (total liability), or have not been able to do so;

4.

Provisions on the form for the convening of the General Assembly of Members, as well as for the assessment of their decisions and on the chairmanship of the Assembly; the convening of the General Assembly shall be accompanied by direct notification all members or by means of a contract notice in a public sheet; the court may grant exceptions; the notice in the Federal Gazette shall not suffice;

5.

Provisions concerning the form of notices of the cooperative and the provision of public sheets for notices, the publication of which is prescribed by law or by statute in public leaves.

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§ 7 Further mandatory sentence content

The statutes must also determine:

1.

the amount up to which the individual members may participate in deposits (the share of the business), as well as the contributions to the share of the business, to which each member is obliged to pay, up to a total amount of at least a tenth of the part of the business shall be determined by amount and time;

2.

the formation of a legal reserve to be used to cover loss resulting from the balance sheet, and the nature of such education, in particular the part of the annual surplus to be set in this reserve and the Minimum amount of the latter, until the adjustment has been made.

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§ 7a Several shares of shares; intangible contributions

(1) The Articles of Association may stipulate that a member may participate in more than one business share. The Articles of Association may set a maximum number and establish further conditions. (2) The Articles of Association may also determine that the members shall have to participate in a number of business shares (compulsory participation). The compulsory participation must be the same for all members, or shall be equal to the extent to which the members or other services of the cooperative are to be used by the members or by certain economic characteristics of the establishments of the (3) The Articles of Association may allow contributions in kind as a deposit to the share of the business. Unofficial table of contents

§ 8 Statutes reservation for individual provisions

(1) The incorporation into the Articles of Association shall require provisions according to which:

1.

the cooperative is limited to a certain period of time;

2.

the acquisition and continuation of the membership is linked to the place of residence within a given district;

3.

the financial year, in particular the first, to a year not coinciding with the calendar year, or to a shorter duration than one year;

4.

the General Assembly may decide on certain items not simply, but by a larger majority, or in accordance with other requirements;

5.

the extension of the business operation to persons who are not members of the cooperative is admitted.

(2) The Articles of Association may determine that persons who are not eligible for the use or production of the goods and the use or provision of the services of the Cooperative may be admitted as investing members. It must ensure, through appropriate arrangements, that investing members are not in a position to overvote the other members in any case and that decisions of the General Assembly for which a majority of at least three are required by law or by statute Where the votes cast are required, it is not possible to prevent the investment of members. The approval of an investing member shall be subject to the approval of the General Assembly; by way of derogation, the statutes may require the approval of the Supervisory Board. The number of members investing in the Supervisory Board shall not exceed one quarter of the members of the Supervisory Board. Unofficial table of contents

§ 8a Minimum capital

(1) The Articles of Association may determine a minimum capital of the Cooperative, which shall not be undershot by the disbursment of the disbursment of members who have been excreted or who have terminated individual shares of the business. (2) The statutes shall be subject to minimum capital, shall be subject to the disbursment of the disbursment credit, as long as the disburnment undertakes to fall below the minimum capital. The statutes shall be regulated in detail. Unofficial table of contents

§ 9 Board of Management; Supervisory Board

(1) The cooperative must have a Management Board and a Supervisory Board. In the case of cooperatives with no more than 20 members, it is possible to dispense with a supervisory board by provision in the articles of association. In this case, the General Assembly shall exercise the rights and obligations of the Supervisory Board insofar as nothing else is determined in this Act. (2) The members of the Board of Management and the Supervisory Board shall be members of the Cooperative and Natural Be a person. If cooperatives belong to cooperatives as members, their members, if they are natural persons, may be appointed to the board of directors or the supervisory board of the cooperative; belong to the cooperative other legal entities. Persons or partnerships shall apply to the persons authorized to represent them. (3) The Executive Board of a cooperative, which is subject to co-determination, shall submit target quantities for the share of women in the two management levels below the Management Board. . If the proportion of women is less than 30 per cent when the target sizes are set, the target sizes must not be less than the proportion achieved in each case. At the same time, deadlines must be laid down to achieve the objectives. The time limits must not be longer than five years. (4) If a cooperative is subject to co-determination, a supervisory board appoints a supervisory board for the share of women on the supervisory board and on the board of directors. If the proportion of women is less than 30 per cent when the target sizes are set, the target sizes must not be less than the proportion achieved in each case. At the same time, deadlines must be laid down to achieve the objectives. The time limits may not be longer than five years. Unofficial table of contents

§ 10 Cooperative Register

(1) The Articles of Association and the members of the Management Board shall be entered in the Register of Cooperatives at the Court in whose district the Cooperative has its registered office. (2) Other data collection shall not be permitted by use or by the name of the name "Cooperative registers" shall be placed on the market. Unofficial table of contents

Section 11 Registration of the cooperative

(1) The Executive Board shall register the Cooperative with the General Court for the registration in the Register of Cooperatives. (2) The application shall be accompanied by:

1.

the statutes, which must be signed by the Members;

2.

a copy of the documents relating to the appointment of the Executive Board and the Supervisory Board;

3.

the certificate issued by an audit association that the cooperative is admitted to accession, as well as an opinion of the examination association, whether in accordance with the personal or economic circumstances, in particular the financial situation of the Cooperative, endangering the interests of members or creditors of the cooperative is to be provided.

(3) The application shall also indicate the power of representation of the members of the Management Board. (4) For the submission of documents under this Act, Section 12 (2) of the Commercial Code applies accordingly. (5) (omitted) Unofficial table of contents

Section 11a Examination by the Court

(1) The Court of First Instance has to examine whether the cooperative is established and registered in order. If this is not the case, it must refuse to be registered. (2) The court has to refuse to be registered even if, obviously or because of the opinion of the examination association, the interests of the members or of the members of the examination board are not jeopardised. The creditor of the cooperative is to be obtained. The same shall apply where the Examining Association declares that intangible assets have been overvalued. (3) Due to a defective, missing or void provision of the Articles of Association, the Court of First Instance may only oppose the entry in accordance with paragraph 1, to the extent that this provision, their absence or their nullity

1.

Facts or legal relationships which, pursuant to § § 6 and 7 or pursuant to other mandatory statutory provisions, must be laid down in the articles of association or to be entered in the register of cooperatives or to be notified by the court of law ,

2.

any provisions which are exclusively or primarily intended for the protection of the creditors of the cooperative or otherwise in the public interest; or

3.

the invalidity of the statutes shall result.

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§ 12 Publication of the Articles of Association

(1) The registered statute is to be published by the court in the extract. (2) The publication must contain:

1.

the date of the Statute,

2.

the firm and the seat of the cooperative,

3.

the object of the undertaking,

4.

the members of the Executive Board and their power of representation,

5.

the duration of the cooperative, if it is limited to a certain period of time.

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§ 13 Legal status prior to registration

Before being registered in the Register of Cooperatives, the cooperative does not have the rights of a registered co-operative. Unofficial table of contents

Section 14 Establishment of a branch

(1) The establishment of a branch shall be submitted by the Management Board to the General Court of the seat of the cooperative, indicating the place of the branch and an addition, if the company of the branch is accompanied by such a branch, in order to register it in register the cooperative register. In the same way, subsequent changes to the facts to be entered in the branch shall be notified. (2) The competent court shall bear the branch on the register sheet of the registered office, indicating the place of the branch (3) The above provisions shall apply mutagentily to the repeal of a branch of the branch, unless the company of the branch is annexed to it, unless the branch has clearly not been established. Branch. Unofficial table of contents

§ 14a (omitted)

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§ 15 Declaration of Accession

(1) Following the application of the Articles of Association to the Register of Cooperatives, membership shall be acquired by means of a written, unconditional declaration of accession and the admission of accession by the cooperative. A copy of the Articles of Association shall be made available to the applicant before submitting his declaration of accession. (2) The Member shall be entered immediately in the list of members and shall immediately be included in the list of members. Notify. If the cooperative does not accept the authorisation, it shall inform the applicant immediately on the return of its declaration of accession. Unofficial table of contents

Section 15a Content of the Declaration of Accession

The Declaration of Accession must contain the Member's express obligation to make the payments due under the Act and the Articles of Association on the share of the business. If the statutes determine that the members are to be subject to an unlimited or limited amount of an arrest, the declaration of accession must also contain the explicit obligation to satisfy the creditors. to pay any additional payments or to pay up to the amount of the liability specified in the Articles of Association. Unofficial table of contents

Section 15b Participation with other business units

(1) A written and unconditional declaration of accession shall be required for participation with further business shares. § 15a applies accordingly. (2) The participation with further business shares may not be admitted, except in the case of a mandatory participation, before all of the member's shares, except for the most recently acquired, full (3) The participation in further business shares shall be effective with the declaration of accession as referred to in paragraph 1 and the admission by the cooperative. Section 15 (2) shall apply accordingly. Unofficial table of contents

Section 16 Amendment of the Articles of Association

(1) An amendment to the Articles of Association or the continuation of a cooperative limited to a certain period may be decided only by the General Assembly. (2) For the following amendments to the statutes, a majority shall be required to have at least three quarters of the votes cast:

1.

change of the object of the company,

2.

Increase in the share of the business,

3.

Introduction or extension of a mandatory participation with several business units,

4.

the introduction or extension of the obligation of members to perform surpluses;

5.

the extension of the period of notice to a longer period than two years;

6.

Introduction or expansion of the participation of outgoing members in the earnings reserve in accordance with section 73 (3),

7.

Introduction or extension of multi-voting rights,

8.

Disassembly of business shares,

9.

Introduction or increase of a minimum capital,

10.

Limitation of the right of the Member pursuant to Section 73 (2) sentence 2 and (4) to the disbursment of the disbursment of the guthold,

11.

Introduction of the possibility pursuant to Section 8 (2) Sentences 1 and 2 of the possibility of allowing investing members.

The statutes may provide for a greater majority and further requirements. (3) An amendment to the Articles of Association which provides for an obligation on the part of the members to take advantage of institutions or other services of the cooperative or to the performance of the members of the cooperative. in the case of goods or services, a majority shall be required which shall include at least nine tenths of the votes cast. An amendment to the Articles of Association which introduces or extends an obligation on Members to pay current contributions in respect of benefits which the Cooperative provides or makes available to Members, requires a Member State to make a change to the Statute. Majority of at least three-quarters of the votes cast. (4) Other amendments to the statutes require a majority of at least three quarters of the votes cast, provided that the statutes do not meet other requirements. (5) The provisions of § 11 shall apply to the application and registration of the decision, subject to the proviso that the application shall be accompanied by a copy only. The application shall be accompanied by the full text of the statutes; it must be accompanied by the statement by the board of management that the amended provisions of the statutes shall be accompanied by a decision on the amendment of the statutes and the provisions which have been amended by the the most recent full text of the Articles of Association shall be the same. If, in the case of amendments to the Articles of Association, the full text of the Articles of Association has not been submitted so far, the Board of Management shall declare that the text of the Statute submitted is complete with the full text of the Articles of Association as last amended in the Register. and all changes that have been adopted since then. The decision shall be published only in so far as the same is the subject of one of the provisions referred to in Article 12 (2). (6) The decision shall have no legal effect before it is placed in the register of cooperatives of the Cooperative registered association.

Section 2
Legal relationships between the cooperative and its members

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§ 17 Legal person; Formkaufmann

(1) The registered cooperative as such has its own rights and obligations on its own; it may acquire property and other rights in rem on land, sue in court and be sued. (2) Cooperatives are considered merchants in the sense of of the Commercial Code. Unofficial table of contents

Section 18 Legal relationship between the cooperative and the members

The legal relationship of the cooperative and its members depends first on the statutes. This may only derogate from the provisions of this Act in so far as it is expressly declared admissible. Unofficial table of contents

Section 19 Profit and loss distribution

(1) The profit or loss of the financial year resulting from the determination of the annual financial statements for the members shall be distributed to them. The distribution shall be carried out for the first financial year according to the ratio of its payments made to the share of the shares, for each of the following according to the ratio of their contribution by the rewriting of profit or the depreciation of loss to the end of the business assets identified in the previous financial year. The award of the profit is made as long as the share of the business is not reached. (2) The Articles of Association may establish a different scale for the distribution of profit and loss and determine the extent to which the profit before the attainment of the The amount of business to be paid to the members. A payment of the profit shall not take place until the replenishment of a loss reduced by loss of credit. Unofficial table of contents

§ 20 Exclusion of profit distribution

The Articles of Association may determine that the profit shall not be distributed but shall be attributed to the statutory reserve and to other earnings reserves. The Articles of Association may also stipulate that the Management Board may set a part of the net profit, but not more than half, in the earnings reserves. Unofficial table of contents

Section 21-Prohibition of the interest in the balance of business assets

(1) Subject to § 21a, interest of certain amounts shall not be remunerated for the business balance, even if the member has made deposits in higher than the amounts due. (2) Also, members who are more than the , in the event of loss of other Members, shall not, on the basis of the fact that the latter have made such deposits only, shall not be entitled to claim. Unofficial table of contents

Section 21a Exceptions to the ban on interest rate

(1) The Articles of Association may stipulate that the business assets will be remunerated. If the statutes do not determine a fixed interest rate, it must set a minimum interest rate. Interest rates shall be calculated on the basis of the balance of the business balance at the end of the previous financial year. They shall be paid at the latest six months after the end of the financial year for which they are granted. (2) In the balance sheet of the cooperative for a financial year, an annual net loss or loss is shown, which shall be wholly or partly is not covered by the earnings reserves, an annual surplus and a profit presentation, then interest shall not be paid in the amount of the uncovered amount for this financial year. Unofficial table of contents

§ 22 lowering of the business share; prohibition of payment of the business credit

(1) If the share of the business or the deposits to be paid to it are reduced or the time limits fixed for the deposits are extended, the essential content of the decision of the General Assembly by the court shall be the case at the time of the (2) The creditors of the cooperative shall be credited to the cooperative for that purpose within six months of the publication of the contract, to the extent that: can not demand satisfaction. It shall be noted in the notice. The right to demand security is not available to creditors who, in the event of insolvency, have a right to satisfy, preferably, satisfaction of a cover mass which, according to the law, is established for its protection and is state-supervised (3) Members who have been members of the cooperative at the time of the registration of the decision of the cooperative may not rely on the amendment until the contract notice has been made and the creditors who have declared themselves in good time are entitled to the amendment Claims to be satisfied or guaranteed. (4) The business assets of a member may not be disbursed by the cooperative or taken to the deposit in the course of business, unless it is excreted, and a owed deposit may not be issued. The cooperative may not give any credit to the members for the purpose of the performance of deposits on the share of the business. (5) The member cannot be charged against a due deposit. (6) The cooperative's claim to benefit from In ten years ' time, deposits on the share of the business will be barred from its creation. If the insolvency proceedings are opened on the assets of the cooperative, the limitation period shall not occur before the expiry of six months from the date of the opening. Unofficial table of contents

§ 22a Post-compulsory duty

(1) If the obligation of the members to make surpluses to the insolvency mass is limited or rescind to an arrest sum, § 22 (1) to (3) shall apply. (2) The introduction or extension of the obligation to perform surpluses shall apply. does not affect members who were already excreted from the cooperative when the amendment of the Articles of Association was effective. Unofficial table of contents

§ 22b Disformation of the business unit

(1) The business share may be divided into several shares. The disassembly and the corresponding reduction in the deposits shall not be deemed to be a reduction in the share of the business or the deposits. (2) With the registration of the decision on the disassembly of the business component, the members shall be entitled to Number of business shares resulting from the decomposition. Section 15b (3) shall not apply. The list of members must be corrected immediately. Unofficial table of contents

§ 23 Liability of Members

(1) For the liabilities of the cooperative, the members shall be liable in accordance with this law. (2) Those who enter into the cooperative shall also be liable for the liabilities incurred prior to their entry. (3) Agreements which are contrary to the in breach of the above paragraphs shall be ineffective.

Section 3
Constitution of the Cooperative

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Section 24 Executive Board

(1) The Cooperative shall be represented by the Executive Board in court and out of court. If a cooperative has no board of directors (leadership), the cooperative will be represented by the Supervisory Board in the event that it is handed over to Willenserdeclarations or served in documents. (2) The Executive Board shall consist of two Persons and shall be elected and dismissed by the General Assembly. The Articles of Association may determine a higher number of persons and a different type of appointment and dismise. In the case of cooperatives with no more than 20 members, the statutes may stipulate that the board of directors consists of one person. (3) The members of the board of directors may be besoldered or unsoloted. Your order shall be revocable at any time, without prejudice to the compensation claims arising from existing contracts. Unofficial table of contents

§ 25 Representation, drawing by board members

(1) The members of the Management Board are only authorized to represent the Cooperative. The Articles of Association may determine deviating. If a declaration of intent is to be made to the cooperative, the levy is sufficient for a member of the board of directors or in the case of section 24 (1) sentence 2 against a member of the supervisory board. (2) The statutes may also stipulate that individual Members of the Board of Management alone or in community with a procurist for the representation of the Cooperative are authorized. The provisions of the third sentence of paragraph 1 shall apply in these cases. (3) Board members empowered to represent them may authorize individual members of the Management Board to take certain transactions or certain types of transactions. This applies analogously if a single member of the Board of Management is authorized to represent the Cooperative with a Procurist. (4) (to be omitted) Unofficial table of contents

Section 25a Information on business letters

(1) In all business letters whatever form addressed to a particular recipient, the legal form and the registered office of the cooperative, the register court of the registered office of the cooperative and the number under which the The association is registered in the cooperative register, as well as all members of the board of directors and, if the supervisory board has a chairman, the latter with the surname and at least one advertised first name. (2) The information paragraph 1 shall not require any communications or reports which may be carried out in the context of: (3) Order notes shall be deemed to be a business letter in the sense of the Paragraph 1. Paragraph 2 shall not apply to them. Unofficial table of contents

Section 26 Representative power of the Executive Board

(1) The cooperative shall be entitled and obliged by the legal transactions concluded by the Management Board on its behalf; it shall be indiffered whether the business has been expressly concluded on behalf of the cooperative, or whether the circumstances that it should be concluded for the cooperative according to the will of the contracting parties. (2) In order to legitimise the board of management, a certificate from the register court shall suffice to ensure that the persons to be recorded therein are deemed to be Members of the Board of Management are registered in the cooperative register. Unofficial table of contents

§ 27 Restriction of the power of representation

(1) The Executive Board shall be responsible for guiding the Cooperative under its own responsibility. In doing so, he has to observe the restrictions imposed by the statutes. (2) Against third parties, a limitation of the Board of Management's power to represent the cooperative has no legal effect. This shall apply in particular where the representation is intended to cover only certain transactions or types of business, or to take place only in certain circumstances or for a specific period or in individual places, or that the representation of the The approval of the General Meeting, the Supervisory Board or any other institution of the Cooperative is required for individual transactions. Unofficial table of contents

Section 28 Amendment of the Executive Board and the power of representation

The Management Board has to register any change to the Executive Board or the power of representation of a member of the Management Board for registration in the Register of Cooperative Society. The application shall be accompanied by the documents relating to the amendment to the original or transcript. The registration shall be made known by the Court of First Instance. Unofficial table of contents

Section 29 Publicity of the register of cooperatives

(1) As long as a change of the Executive Board or the power of representation of a member of the Management Board is not entered into the cooperative register and is made known, it cannot be opposed by the cooperative to a third party, it may be because it was known to him. (2) If the change has been registered and made known, then a third party shall have to apply it against him. This shall not apply in the case of legal acts which are made within fifteen days after the contract notice, provided that the third party proves that he neither knew nor had to know the change. (3) If the change is made unproperly known, it may be a third party is called upon to make a notice of the amendment, unless he knew the incorrectness. (4) (omitted) Unofficial table of contents

§ 30 Members ' List

(1) The Executive Board shall be obliged to lead the membership list. (2) Each member of the cooperative shall be entered in the membership list with the following information:

1.

Family name, first name and address, in the case of legal persons and persons trading companies Company and address, in the case of other persons associations, name and address of the association or surnames, first names and addresses of their Members,

2.

the number of other business shares he has acquired;

3.

Withdrawal from the cooperative.

The date on which the registered claim is or has become effective, as well as the facts on which the registration is based, shall be indicated. (3) The documents on the basis of which the entry into the membership list shall be made shall be kept for three years. The period shall begin at the end of the calendar year in which the member is excreted from the cooperative. Unofficial table of contents

§ 31 Einsicht in the membership list

(1) The list of members may be viewed by each member and by a third party, who is a legitimate interest, with the cooperative. Copies from the list of members are to be given to the member on request with regard to the entries in question. (2) The third party may only process and use the data transmitted for the purpose for which it is transmitted to him. , processing and use for other purposes shall only be permitted, provided that the data may also have been transmitted. If the consignee is a non-public body, the cooperative has to notify it; processing and use for other purposes shall require the consent of the cooperative in this case. Unofficial table of contents

Section 32 Presentation of the membership list in the court

The Board of Management must submit a copy of the list of members without delay to the Register Court at its request. Unofficial table of contents

Section 33 Accounting, annual accounts and annual report

(1) The Board of Management shall ensure that the necessary books of the Cooperative are properly managed. The annual accounts and the annual report shall be submitted to the Supervisory Board and with its comments to the General Assembly immediately after being drawn up. (2) With a breach of the rules on the structure of the balance sheet and the profit and loss account, Loss account and non-compliance with forms can not be justified if the clarity of the annual accounts is only insignificantly impaired. (3) If the annual balance sheet is drawn up, or if the balance sheet is not respected, the balance sheet shall be subject to the following conditions: an interim balance sheet or, at its discretion, shall be presumed to have If there is a loss, which is not covered by half of the total amount of the business assets and the reserves, the Management Board shall immediately convene the General Meeting and notify it of this. Unofficial table of contents

§ § 33a to 33i (omitted)

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§ 34 Due diligence and responsibility of the members of the Management Board

(1) The members of the Management Board shall apply to their management the diligence of a prudent and conscientious business manager of a cooperative. The confidential information and secrets of the cooperative, including operational or business secrets, which have become known to them by the activities of the Executive Board, have to be kept silent. (2) Board members who are The cooperative shall be obliged to compensate the resulting damage as a full debtor. (3) The members of the Management Board shall be obliged to pay compensation if, contrary to the provisions of this Act, the members of the Board of Executive Directors are obliged to pay the burden of proof. (3) or the Statute

1.

the balance of business assets;

2.

interest or profit share is granted to members,

3.

co-operative assets,

4.

payments shall be made after the insolvency of the cooperative has occurred or after an over-indebtedness has occurred, which is the reason for the opening of the insolvency proceedings for the cooperative pursuant to section 98 of this Article;

5.

Credit is granted.

(4) In contrast, the cooperative shall not enter into the replacement obligation if the act is based on a legislative decision of the General Assembly. By the fact that the Supervisory Board has approved the act, the replacement obligation shall not be excluded. (5) In the cases referred to in paragraph 3, the replacement claim may also be asserted by the creditors of the cooperative, insofar as they do not receive any such compensation. To obtain satisfaction. In contrast, the creditors shall not be subject to the replacement obligation either by waiving or comparing the cooperative or by the fact that the act is based on a decision of the General Assembly. If insolvency proceedings are opened on the assets of the Cooperative, the right of the creditors to the members of the Board of Directors shall exercise the right of the creditors for the duration of the liquidate of the Cooperative. (6) The claims arising from these regulations shall be subject to the five years. Unofficial table of contents

Section 35 Deputy members of the Management Board

The members of the Executive Board shall also apply to alternate members. Unofficial table of contents

§ 36 Supervisory Board

(1) The Supervisory Board shall consist of three persons to be elected by the General Assembly, unless the Articles of Association set a higher number. The statutes must be determined by the statutes. (2) The members of the Supervisory Board shall not be entitled to receive any remuneration according to the results of the business. (3) The appointment as a member of the Supervisory Board may also be made before the Supervisory Board. Expiration of the period for which it is elected to be revoked by the General Assembly. The decision shall require a majority of at least three quarters of the votes cast. (4) In the case of a cooperative which is capital-market-oriented in the sense of Section 264d of the Commercial Code, at least one independent member of the Supervisory Board shall have expertise in accounting or auditing. Unofficial table of contents

§ 37 Incompatibility of Offices

(1) The members of the Supervisory Board may not at the same time be board members, permanent deputies of the board members, procurists or for the operation of the entire business empowered acting agent of the cooperative. The Supervisory Board may appoint individual members of the Management Board for a period of time limited to deputising members of the Board of Management; during this period and until the discharge is granted as Deputy Executive Board Member if this member is not allowed to exercise his/her duties as a member of the Supervisory Board. (2) Scheiden from the Executive Board members, they may not be elected to the Supervisory Board before granting discharge. Unofficial table of contents

Section 38 Tasks of the Supervisory Board

(1) The Supervisory Board shall monitor the Management Board in its management. For this purpose, the Board of Management may, at any time, request information on all matters of the Cooperative and the books and writings of the Cooperative, as well as the holdings of the Cooperative Fund and the stocks of securities and goods. view and check. It may appoint individual members to carry out the inspection and examination. A single member of the Supervisory Board can also request information, but only to the Supervisory Board. The Supervisory Board shall examine the annual accounts, the management report and the proposal for the use of the annual surplus or the coverage of the annual misallocation; on the outcome of the audit, it shall inform the General Assembly prior to the determination of the annual net surplus. (1a) The Supervisory Board may appoint an audit committee to monitor the accounting process and the effectiveness of the internal control system, risk management system and internal control system. Revision system. If the Supervisory Board of a cooperative, which is capital-market-oriented in the sense of § 264d of the Commercial Code, has a Audit Committee, it must belong to at least one member, which is subject to the requirements of section 36 (4) (2) The Supervisory Board has to convene a General Assembly if this is necessary in the interest of the cooperative. If no Supervisory Board is to be formed in accordance with the Articles of Association, § 44. (3) Further tasks of the Supervisory Board shall be determined by the Articles of Association. (4) The members of the Supervisory Board cannot have their duties carried out by other persons. Unofficial table of contents

Section 39 Supervisory Authority of the Supervisory Board

(1) The Supervisory Board represents the Co-Cooperative with respect to the members of the Management Board in a judicial and extrajudicial way. If no Supervisory Board is to be formed in accordance with the Articles of Association, the Cooperative shall be represented by an authorized representative elected by the General Assembly. The Articles of Association may determine that the General Assembly decides on the conduct of proceedings against board members. (2) The approval of the Supervisory Board shall require any award of credit to a member of the Board of Management, in so far as the granting of the Credit is not linked or excluded by the statutes to other requirements. The same is true of the acceptance of a member of the Executive Board as guarantor of a loan. (3) In trials against the members of the Supervisory Board, the Cooperative is represented by agents elected by the General Assembly. . Unofficial table of contents

Section 40 Preliminary impeachment of board members

The Supervisory Board has the power, at its discretion, for members of the Management Board to be appointed by the General Assembly until the decision of the General Assembly to be convened immediately, to be abstain from doing so and for the decision of the General Assembly to be convened immediately to take the necessary action to ensure the continuation of such a continuation. Unofficial table of contents

§ 41 Due diligence and responsibility of the Supervisory Board members

§ 34 on the responsibility of the members of the Board of Management makes sense for the duty of care and responsibility of the Supervisory Board members. Unofficial table of contents

§ 42 Prokura; action

(1) The cooperative may issue Prokura in accordance with § § 48 to 53 of the Commercial Code. The registration in the Register of Cooperatives shall be replaced by the entry in the Commercial Register. § 28, sentence 3 and § 29 apply accordingly. (2) The cooperative can also issue power of action. § 54 of the Commercial Code shall apply. Unofficial table of contents

Section 43 General Assembly; Voting rights of Members

(1) The members shall exercise their rights in the affairs of the Cooperative in the General Assembly, unless otherwise provided for by the law. (2) The General Assembly shall act by a majority of the votes cast (simple (a majority of votes), unless a larger majority or further requirements are determined by law or statutes. The statutes may have a different arrangement for elections. (3) Each member shall have one vote. The Statute may provide for the granting of multi-voting rights. The conditions for granting multiple voting rights must be laid down in the Statute, with the following conditions:

1.

Multi-voting rights are to be granted only to members who particularly promote business operations. No Member may be granted more than three votes. In the case of decisions requiring a majority of three-quarters of the votes cast or a greater majority in accordance with the law, and in the case of decisions to repeal or restrict the provisions of the Statute relating to multi-voting rights, a member, even if he is granted a right to vote, has only one vote.

2.

Number 1 shall not apply to cooperatives in which more than three quarters of the members are members as entrepreneurs within the meaning of Section 14 of the Civil Code. In the case of these cooperatives, multiple voting rights may be exercised by the individual member up to a maximum of one tenth of the votes present in the General Assembly; the statutes shall be laid down in more detail.

3.

Numbers 1 and 2 shall not apply to cooperatives whose members are exclusively or mainly registered cooperatives. The statutes of these cooperatives may degrade the voting rights of the members according to the amount of their business assets or any other scale.

In order to repeal or amend the provisions of the Articles of Association relating to multiple voting rights, it does not require the consent of the members concerned. (4) The Member shall exercise his/her voting rights in person. The voting rights of natural persons, which are incapable of business or are limited to the business capacity, as well as the right to vote of legal persons, shall be determined by their legal representatives, the voting rights of persons trading companies through the (5) The member or his legal representative may grant voting power. The written form is required for the full power. An authorised representative may not represent more than two members. The Articles of Association may establish personal conditions for agents, in particular the authorization of persons who are acting in business to exercise the right to vote. (6) No one can do so for himself or for another person. Exercise the right to vote if a decision is taken on whether to relieve him or the represented member or to free him from a liability or whether the cooperative is entitled to claim against him or the represented member (7) The Articles of Association may allow Members ' decisions in writing or in in electronic form; the rules shall be laid down in the Statute. In addition, the Articles of Association may provide that, in certain cases, members of the Supervisory Board may participate in the General Assembly by way of image and sound transmission, and that the General Assembly may be transferred in image and sound. Unofficial table of contents

§ 43a Representative Assembly

(1) In the case of cooperatives with more than 1,500 members, the Articles of Association may stipulate that the General Assembly is composed of representatives of the members (representative assembly). The Articles of Association may also stipulate that certain decisions of the General Assembly may be reserved. The relevant date for the determination of the number of members shall be the end of the preceding financial year for each financial year. (2) As a representative, any natural, unrestricted business person who is a member of the Co-operative and not a member of the Board of Management or Supervisory Board. If a member of the cooperative is a legal person or a personal company, natural persons who are authorized to represent their legal representation may be elected as representatives. (3) The representative assembly shall consist of at least 50 Representatives elected by the members of the cooperative. Representatives may not be represented by proxy. The representatives shall be elected in a general, direct, equal and secret ballot; the voting rights shall remain unaffected. For the representation of members in the election, § 43 (4) and (5) shall apply accordingly. No representative can be elected for a longer period of time than until the end of the representative assembly, which decides on the discharge of the members of the Executive Board and the Supervisory Board for the fourth financial year after the start of the term of office. The financial year in which the term of office begins shall not be included. The Articles of Association shall determine:

1.

the number of members representing a representative;

2.

the term of office of representatives.

A number of 150 members is in any case sufficient to be able to submit an election proposal. More detailed provisions on the electoral procedure, including the determination of the election result, may be taken in an electoral system adopted by the Management Board and the Supervisory Board on the basis of the decisions of the same type. They shall be subject to the approval of the General Assembly. (5) If a representative is to be replaced before the expiry of the term of office, a substitute representative shall be required to take his place. His term of office shall expire at the latest with the expiry of the term of office of the omitted representative. A list of the names and addresses of the elected representatives and replacement representatives shall be at least two weeks in the premises of the representative responsible for the replacement of the substitute representative. To interpret the cooperative and its branches for the purpose of inspection of the members. The interpretation is to be made public in a public paper. The period of interpretation shall begin with the notice. Each Member may at any time request a copy of the list of representatives and substitute representatives, which shall be indicated in the notice referred to in the second sentence. (7) The General Assembly shall be required to take a decision on the abolition of the A representative assembly shall be convened without delay if requested by at least one-tenth of the members or the lesser part of the statutes for this purpose in text form. Section 45 (3) shall apply accordingly. Unofficial table of contents

Section 44 convening of the General Assembly

(1) The General Assembly shall be convened by the Board of Directors, unless other persons are empowered to do so under the Articles of Association or this Act. (2) A General Assembly shall be expressly designated in accordance with the provisions of the Statute or in this Act. If this is necessary in the interests of the cooperative. Unofficial table of contents

Section 45 convening at the request of a minority

(1) The General Assembly shall be convened without delay if at least one-tenth of the members or the lesser part referred to in the Statute for this purpose in text form, under the guidance of the purpose and the reasons, require the convening. Members who are called upon to convene a representative assembly may participate in this meeting with the right of speech and application. The Articles of Association may lay down provisions that the right of speech and application in the representative assembly may be exercised only by one or more authorized agents elected by the participating members from their circle. (2) In the same way Members shall be entitled to require items to be notified to a General Assembly for decision-making. Members on whose request items are to be announced for decision-making of a representative assembly may participate in this Assembly with the right of speech and application for these items. (3) If the request is not complied with, the General Court may authorise the members who have made the request to convene the General Assembly or to announce the object. The convocation or announcement shall make the judicial authorization known. Unofficial table of contents

Section 46 Form and deadline for convocation

(1) The General Assembly shall be convened in the manner determined by the Statute with a deadline of at least two weeks. When convening, the agenda shall be published. The agenda of a representative assembly shall be made known to all members by publication in the cooperative pages or on the Internet at the address of the cooperative or by direct written notification. (2) About Items whose negotiation is not announced in the manner prescribed by the Articles of Association or pursuant to Article 45 (3) at least one week before the General Assembly may not be taken. This shall not apply if all the members have appeared or if they are decisions on the management of the Assembly or requests for the convening of an extraordinary General Assembly. (3) On the position of applications and on negotiations without a decision, the announcement does not need to be made. Unofficial table of contents

Section 47 Minutes

(1) The decisions of the General Assembly shall be subject to a minutes of publication. It shall contain the place and day of the assembly, the name of the chairman and the nature and outcome of the vote and the statement of the chairman on the decision. (2) The minutes shall be by the chairman and the present To sign members of the Board of Management. (3) The statutes provide for the admission of investing members or the granting of multi-voting rights, or an amendment to the statutes is decided, which is one of the statutes in § 16 para. 2 sentence 1 2 to 5, 9 to 11 or paragraph 3, or a substantial change in the object of the undertaking, or the continuation of the cooperative pursuant to section 117 is decided, the minutes shall also be a list of the items listed in Shall be attached to members and representatives of the represented persons. In the case of any member who has been published or represented, the number of votes must be noted. (4) Any member may at any time take notice of the transcript. In addition, a copy of the minutes of a representative assembly shall be made available to each Member at the request of the Member. The minutes shall be kept by the cooperative. Unofficial table of contents

§ 48 Responsibility of the General Assembly

(1) The Annual General Meeting shall establish the annual accounts. It decides on the use of the annual surplus or the covering of an annual loss, as well as on the discharge of the Executive Board and the Supervisory Board. The General Assembly has to take place in the first six months of the financial year. (2) The annual accounts shall apply in determining the rules applicable to its establishment. If the annual accounts are changed during the determination and the examination in accordance with section 53 has already been completed, decisions taken before the re-examination shall take effect only on the determination of the annual financial statements and on the use of the results, (3) The annual accounts, the annual report and the report of the Supervisory Board shall be issued at least one week before the meeting. the business premises of the cooperative or another by the board of directors be interpreted or otherwise brought to the attention of Members of the European Parliament for the inspection of the members. Each member is entitled to demand a copy of the annual financial statements, the management report and the report of the Supervisory Board at its expense. (4) The General Assembly decides on the disclosure of an individual financial statements pursuant to § 339 paragraph 2 in Connection with Section 325 (2a) of the Commercial Code. The decision may be taken in advance for the next financial year. The Articles of Association may delegate the decisions referred to in sentences 1 and 2 to the Supervisory Board. A conclusion set by the Management Board pursuant to a decision pursuant to the sentences 1 to 3 may not be disclosed until after its approval by the Supervisory Board. Unofficial table of contents

Section 49 Restrictions on credit

The General Assembly shall fix the restrictions to be applied to the same debtor when credit is granted. Unofficial table of contents

§ 50 Determination of deposits on the share of the business

To the extent that the Articles of Association commit the members to deposits on the share of the business, without fixing the same by amount and time, the General Meeting shall determine the decision-making process. Unofficial table of contents

Section 51 Dispute of resolutions of the General Assembly

(1) A decision of the General Assembly may be challenged in the course of the action for breach of the law or of the statute. The action must be filed within one month. (2) Any member of the General Assembly who has declared a breach of the Protocol has the power to challenge the dispute, and any member who has not been published, provided that it has been declared contrary to the Protocol. the General Assembly has unjustifiably not been admitted, or if the dispute is based on the fact that the convocation of the Assembly or the announcement of the object of the decision was not properly made. In addition, the Board of Management and the Supervisory Board are entitled to challenge, as well as any member of the Executive Board and the Supervisory Board, if the execution of the decision is subject to a criminal act or an offence or if it is (3) The lawsuit shall be directed against the cooperative. The Cooperative shall be represented by the Executive Board, unless the Board of Management complains, and shall be represented by the Supervisory Board, if the Supervisory Board does not complain itself; Section 39 (1) sentence 2 shall apply accordingly. The court is the exclusive jurisdiction of the district court, in whose districts the cooperative has its seat. Oral proceedings shall not take place before the end of the period referred to in the first paragraph. A number of challenge processes are to be combined for simultaneous negotiation and decision. (4) The filing of the lawsuit as well as the date of the oral proceedings are immediately from the board of directors in the for the publication of the cooperative (5) In so far as the decision is annulled by a final judgment, the judgment also acts in relation to the members of the cooperative which were not party to the dispute. If the decision is entered in the Register of Cooperatives, the Management Board shall submit the judgment to the Register Court and apply for its registration. A court notice of registration shall only be made if the registered decision had been published. Unofficial table of contents

§ 52 (omitted)

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Section 4
Examination and examination associations

Unofficial table of contents

§ 53 Compulsory examination

(1) In order to determine the economic circumstances and the regularity of the management, the institutions, the financial situation and the management of the cooperative, including the management of the members ' list, shall be at least in every other financial year. In the case of cooperatives whose balance sheet total exceeds EUR 2 million, the audit must take place in each financial year. (2) In the context of the examination referred to in paragraph 1, cooperatives, whose balance sheet total is one million euros and their turnover 2 Millions of euro exceed the annual accounts, including the accounts and the management of the accounts. § 316 (3), Section 317 (1) sentence 2 and 3, Section 2 of the Commercial Code shall apply accordingly. In the examination of large cooperatives in the sense of § 58 (2), § 317 (5) and (6) of the Commercial Code shall be applied accordingly. (3) For cooperatives which are capital-market-oriented in the sense of § 264d of the German Commercial Code and are not The Supervisory Board shall apply in accordance with Section 324 of the Commercial Code. Unofficial table of contents

§ 54 Compulsory membership of the Examination Association

The cooperative has to belong to an association, to which the examination law is awarded (examination board). Unofficial table of contents

§ 54a Change of the examination association

(1) If a cooperative is a member of the association, the association shall immediately notify the register court. The register court has to determine a period within which the cooperative has to acquire the membership of an association. (2) The cooperative does not, within the time limit set by the register court, after the register court, that it has the The Register Court shall, after hearing the Management Board, issue the dissolution of the Cooperative by the Office of the Register of Arbitration. Section 80 (2) shall apply. Unofficial table of contents

Section 55 Examination by the association

(1) The cooperative shall be examined by the association to which it belongs. The association shall use it to check the examiners appointed by the association. These are to be sufficiently pre-established and experienced in the cooperative examination system. (2) A legal representative of the association or a person employed by the association, which can influence the outcome of the examination, shall be considered by the examination of the Cooperatives shall be excluded if there are grounds, in particular of a commercial, financial or personal nature, where there is a concern of partiality. This is particularly the case where the representative or the person

1.

Member of the cooperative to be examined;

2.

Member of the Executive Board or Supervisory Board or employee of the Examining Cooperative;

3.

beyond the audit activity of the cooperative to be audited or for the cooperative in the financial year to be audited, or until the confirmation of the audit

a)

have contributed to the management of the books or to the preparation of the annual accounts to be audited,

b)

has been involved in the conduct of internal audit in a responsible position,

c)

management or financial services; or

d)

has provided independent actuarial or valuation services which do not only have an insignificant impact on the annual accounts to be audited,

provided that such activities are not of secondary importance; this shall also apply where one of these activities is carried out by a company for the cooperative to be examined, in which the legal representative of the association or the association of the association a person employed as a legal representative, a worker, a member of the supervisory board or a shareholder who has more than 20 per cent of the voting rights to which the shareholder is a shareholder, who is able to exercise or influence the result of such activity.

The second sentence of paragraph 2 shall not apply to members of the supervisory body of the association, provided that it is ensured that the auditor can carry out the examination independently of the instructions given by the supervisory body. The sentences 2 and 3 shall also apply if the spouse or the life partner fulfils an exclusion reason. If the cooperative to be examined is entitled to an organized market within the meaning of section 2 (5) of the German Securities Trading Act (Securities Trading Act), in addition to the reasons set out in sentences 1 to 4, Section 319a (1) of the Handelsgesetzbuch (Commercial Code) shall be subject to the provisions of the first sentence of (3) The association may use a tester not appointed by him, if this is necessary in individual cases in order to ensure lawful as well as punctual and punctual examination. However, the association may appoint only one other audit association, an auditor or an accounting firm with the examination. (4) A audit association shall lead the statutory audit of a company. , which is capital-market-oriented in the sense of § 264d of the Commercial Code, he has to publish a transparency report. § 55c of the Public Accountant Rules applies accordingly. Unofficial table of contents

§ 56 Ruhen of the Association's Examining Law

(1) The association's right of examination rests if the association does not have an effective certificate of participation in the quality control required in accordance with § 63e paragraph 1, unless an exemption is granted in accordance with section 63e para. 3 (2) If the association's right of examination is based, the leading association of which the association belongs shall, at the request of the board of the cooperative or the association, have another association, an auditor or an auditor. Audit firm to appoint an auditor. If the top association does not appoint an auditor or if the association does not belong to a top association, the register court has to appoint an auditor within the meaning of sentence 1 at the request of the Executive Board of the cooperative or the association. The Board of Management is obliged to submit the applications without delay, insofar as these are not filed by the Association. (3) The rights and obligations of the examiner appointed in accordance with paragraph 2 shall be determined in accordance with the rules applicable to the association. Law. The auditor shall submit to the association a copy of his audit report. Unofficial table of contents

Section 57 Examination procedure

(1) The Executive Board of the Cooperative shall allow the auditor to inspect the books and writings of the Cooperative, as well as the examination of the treasury and stocks of securities and goods; he shall inform him of all the reconnations and evidence. , which the examiner needs for a careful examination. This also applies if it concerns the acceptance of an extraordinary examination arranged by the association. (2) The association has to notify the chairman of the supervisory board of the cooperative in good time of the start of the examination. The Chairman of the Supervisory Board shall immediately inform the remaining members of the Supervisory Board from the commencement of the examination and shall, upon request or at the request of the examiner, be assigned to the Supervisory Board for the examination. (3) From important findings, According to which immediate measures of the Supervisory Board appear to be required by the auditor, the examiner shall inform the Chairman of the Supervisory Board without delay. (4) In a direct connection with the audit, the auditor shall be in a joint Meeting of the Executive Board and the Supervisory Board of the Cooperative on the the probable result of the examination orally. For this purpose, he may require the Management Board or the Chairman of the Supervisory Board to invite such a meeting; if he does not comply with his request, he may himself be appointed to the Board of Management and the Supervisory Board on the basis of a statement of the facts. (5) If no Supervisory Board is to be formed in accordance with the Articles of Association, the rights and duties of the Chairman of the Supervisory Board in accordance with paragraphs 2 to 4 shall be exercised by an authorized representative appointed by the General Assembly from among its members. Unofficial table of contents

Section 58 Examination report

(1) The association shall report on the outcome of the examination in writing. As far as the annual accounts and the management report are concerned, the audit report is to be applied in accordance with § 321 (1) to (3) and (4a) of the Commercial Code. (2) On the examination of cooperatives, which are the size characteristics of Section 267 (3) of the German Commercial Code. § 322 of the German Commercial Code (Handelsgesetzbuch) is to be applied accordingly. (3) The association has to sign the audit report and the Executive Board of the cooperative as well as the Chairman of the Supervisory Board , § 57 (5) shall apply accordingly. Each member of the Supervisory Board has to take note of the contents of the audit report. (4) On the outcome of the audit, the Board of Management and the Supervisory Board of the Cooperative have to be held in joint session immediately after receipt of the audit report. advice. The association and the auditor are entitled to participate in the meeting; the board is obliged to inform the association of the meeting. Unofficial table of contents

Section 59 Examination certificate; referral to the General Assembly

(1) The Board of Management shall submit a certificate from the Association that the examination has taken place, to the Cooperative Register, and the audit report to be submitted to the convening of the next General Assembly as the subject of the decision-making process. . Each member has the right to inspect the summary result of the audit report. (2) In the General Meeting, the Supervisory Board has to declare itself to be subject to major findings or complaints of the examination. (3) The association is shall be entitled to participate in an advisory session at the General Assembly; the report shall be read in whole or in certain parts at its request or on a decision of the General Assembly. Unofficial table of contents

§ 60 Appointment Right of the Examination Association

(1) The association shall win the conviction that the decision on the audit report will be unduly delayed or that the General Assembly in its decision-making inadequately on substantive findings or complaints of the He is entitled to appoint an Extraordinary General Assembly of the Cooperative at the expense of the Cooperative and to determine which objects are negotiated and decided upon for the purpose of elimination of identified deficiencies. (2) In the General Assembly convened by the association, a person designated by the association to chair. Unofficial table of contents

§ 61 Compensation of the Examination Association

The association shall be entitled against the cooperative for the reimbursement of reasonable expenses and on remuneration for its performance. Unofficial table of contents

Section 62 Liability of the examining bodies

(1) Associations, auditors and audit firms are committed to scrupuloc and impartial audit and secrecy. You may not exploit any business and business secrets that they have experienced in the course of their activities. Anyone who intentionally or negligently violates his/her duties shall be liable for the damage resulting from them. Several persons are held liable as total debtors. (2) The replacement obligation of persons who have acted negligently is limited to one million euros for a test. This shall also apply if several persons have been involved in the examination or if several persons have been committed to replace them, and regardless of whether other parties have acted intentionally. (3) The association may: (4) The obligation to secrecy in accordance with the first sentence of paragraph 1 shall be communicated to the Board of Excellence, to which he is a member, and to the extent that it may be used by the Association of Excellence. (4) The obligation to confidentiality in accordance with the first sentence of paragraph 1 shall be: if an audit firm carries out the audit, including with respect to the Supervisory Board and the members of the Supervisory Board of the audit firm. However, the chairman of the supervisory board of the audit firm and his deputy may inspect the reports issued by the audit firm, but may only exploit the knowledge obtained in this case, insofar as the performance of the reports is fulfilled. (5) Liability under these provisions may not be excluded or limited by contract; the same shall apply from the liability of the association for the persons whose responsibility for the performance of the Check served. Unofficial table of contents

Section 63 Responsibility for the award of the examination law

The examination law is awarded to the association by the competent supreme state authority (supervisory authority), in whose territory the association has its seat. The national governments are authorised to transfer the powers under the first sentence and the first paragraph of Article 64 (1) to another authority by means of a decree-law. Several countries may agree to set up a common authority or extend the competence of a public authority beyond the national borders. Unofficial table of contents

§ 63a awarding of the examination law

(1) The application for the award of the examination right may only be granted if the association provides the guarantee for the performance of the tasks to be taken by the association. (2) The supervisory authority may be awarded the examination law from the fulfilment of the application. be subject to conditions and, in particular, to ensuring that the association is insured against claims for damages arising from the audit activity at a sufficient level or that proof that another sufficient assurance has been made. Unofficial table of contents

§ 63b Legal form, members and purpose of the examination association

(1) The association shall have the legal form of the registered association. (2) Members of the association may be only registered cooperatives and, regardless of their legal form, such undertakings or other associations which are wholly or are mainly in the hands of registered cooperatives or serve the cooperative industry. If these conditions are met, the supervisory authority will decide in case of doubt. It may allow exceptions to the rule of sentence 1 if there is an important reason. (3) Members of the association, which are not registered cooperatives and are subject to other statutory audit regulations, remain in spite of their Membership of the Association shall be subject to these other examination regulations and shall not be subject to the examination under this Act. (4) Without prejudice to the provisions of paragraph 3, the Association shall be responsible for examining its members and may also otherwise: mutual perception of their interests, in particular the entertainment of mutual interests Business relationships for the purpose. It may not pursue other purposes. (5) At least one auditor shall belong to the board of the audit association. If no auditor belongs to the Management Board, the Examining Association must appoint an auditor as his special representative in accordance with Section 30 of the Civil Code. The supervisory authority may, in the event of special circumstances, exempt the audit association from compliance with the first and second sentences, but not at most for the duration of one year. In exceptional cases, it may also grant an exemption for a longer period of time, if and as long as the members of the examination board are not required to carry out an auditor's examination according to the nature and extent of the business operation. (6) Members ' meetings of the association may only be held within the association district. Unofficial table of contents

§ 63c Statutes of the Examination Association

(1) The association's articles of association must contain:

1.

the purposes of the association;

2.

the name; it is to be clearly distinguished from the name of other already existing associations;

3.

the seat;

4.

the district.

(2) The articles of association shall also contain provisions on the selection and qualification of the examiners to be established, on the nature and extent of the examinations, and, insofar as the Examining Association has completed statutory audits of cooperatives in the sense of Section 58 (2), in the sense of § 340k (2) sentence 1 of the Commercial Code, in the meaning of the first sentence of Article 25 (1) of the Introductory Act to the Commercial Code, or examines the consolidated financial statements of a cooperative pursuant to Section 14 (1) of the publicity law, about which Registration as auditor, on the binding to the professional principles and the attention the auditing standards in accordance with the rules applicable to auditing companies, the appointment, seat, tasks and powers of the Executive Board and the other organs of the Association. (3) Amendments to the Articles of Association, which are subject to the following paragraphs 1 and 2 shall be notified without delay to the Supervisory Authority. Unofficial table of contents

§ 63d submissions to court

The association has the register courts in whose district the cooperatives belonging to it have their registered office, the statutes with a certified copy of the certificate of lending and, in the month of January, a list of the members of the register of which the association is affiliated. Cooperatives must be submitted. Unofficial table of contents

§ 63e Quality Control for Examination Associations

(1) The examination associations are obliged to undergo a quality control in accordance with § § 63f and 63g at a distance of six years each. An audit association shall also examine a cooperative, a company referred to in the first sentence of Article 25 (1) of the Introductory Act to the Commercial Code, or a second sentence of Article 25 (1), first sentence, of the Introductory Act to the Commercial Code The company, which is entitled to an organized market within the meaning of Section 2 (5) of the Securities Trading Act, shall reduce the distance to three years. An audit association which does not examine any cooperatives referred to in Article 53 (2), first sentence, is not obliged to undergo a quality control. (2) Quality control shall be used to monitor whether the principles and measures are to be taken into account. Quality assurance in accordance with the statutory provisions as a whole and in the execution of individual orders. It extends to the examinations in accordance with § 53 (1) and (2) in the case of the cooperatives referred to in Article 53 (2) sentence 1 and the examinations in respect of the companies mentioned in the first sentence of Article 25 (1) of the Introductory Act to the Commercial Code. Companies. (3) In order to avoid hardship, the Chamber of Auditors may, upon request, grant a temporary derogation from the obligation referred to in paragraph 1. The derogation may be granted on a number of occasions. Before taking a decision, the Chamber of Auditors may request an opinion of the auditor pursuant to § 63 of the Supervisory Authority. (4) A test association which, for the first time, carries out a quality control examination must, at the latest at the start of the examination, have an effective certificate of participation in quality control or a derogation; in the case of a derogation, quality control shall be carried out no later than three years after the start of the first test. Unofficial table of contents

§ 63f Auditor for Quality Control

(1) Quality control shall be carried out by audit associations in accordance with paragraph 2 or by auditors or accounting firms which are certified as auditors for quality control in accordance with Section 57a (3) of the Code of Auditing (2) An audit association shall be registered as auditor for quality control at the request of the auditor's chamber, if:

1.

he has been entitled to the right of examination for at least three years;

2.

at least one member of the Board of Management or a special representative appointed in accordance with Section 30 of the Civil Code shall be an auditor who is registered as auditor for quality control pursuant to Section 57a (3) of the Public Accountants ' Order;

3.

the Association of Examiners has an effective certificate of participation in quality control.

If an audit association is granted the order to carry out a quality control, the auditor responsible for quality control must satisfy the conditions set out in sentence 1 (2). (3) § 57a (4) of the The Rules of Economic Examination shall apply accordingly. Unofficial table of contents

§ 63g Implementation of quality control

(1) The Examining Association must be a member of the Chamber of Auditors in accordance with the second sentence of § 58 (2) of the Auditor's Rules of Auditors. He gives an auditor for quality control the order to carry out the quality control. § 57a (7) of the Public Accountant Rules on the termination of the contract must be applied accordingly. (2) § 57a (5), (6) sentences 1 to 4 and 6 to 9 as well as (8), § 57b to 57e paragraph 1, subsection 2 sentence 1 to 7 and para. 3, § § 57a (2). 66a (1) sentence 1, (3) sentence 1 to 3, (5) sentence 1, (6) sentence 5 and § 66b of the Public Accountants ' Regulations. To the extent that this is necessary for the performance of quality control, the obligation to secrecy is restricted in accordance with § 62 (1). (3) The auditor's chamber shall recognize that a certificate of participation in accordance with § 57a (6) sentence 7 of the If an auditor's order is to be revoked or if a certificate of participation is not to be issued in accordance with Section 57a (6) sentence 9 of the Public Accountant Code, the act of the supervisory authority shall be submitted before the decision. The Commission for Quality Control pursuant to Section 57e (1) of the Public Accountant Code shall inform the competent authority without delay if the issuing of the certificate pursuant to Section 57a (6) sentence 9 of the Public Accountant Code is failed or according to § § 57a (6) sentence 9 of the Public Accountant Code. 57e (2) sentence 3, 4 and 6 or 3 sentence 2 of the Public Accountants ' Order has been revoked. Unofficial table of contents

§ 63h Special examinations

If an audit association carries out the statutory statutory audit of a company that is capital-market-oriented in the sense of § 264d of the Commercial Code, special investigations can be carried out in the relevant examination association. Application of § 61a sentence 2 no. 2, § 62b of the auditor's order are carried out at random without special occasion. § 57e (6) sentence 2, § 62 (4), § 66a (1) sentence 1, para. 3, 5 sentence 1, para. 6 sentence 5, para. 8, 9, 10 and 11 and § 66b of the Wirtschaftsprüferordnung shall apply accordingly. The auditor's chamber shall inform the supervisory authority of the result of the special investigation. Unofficial table of contents

Section 64 State supervision

(1) The cooperative examination bodies shall be subject to supervision by the competent supervisory authority. (2) The supervisory authority may take the necessary measures to ensure that the association is responsible for the provisions of this law Tasks properly fulfilled. The supervisory authority shall in particular have the power to:

1.

to request information from the association on all matters relating to the performance of its duties, as well as submission of audit reports and other business documents,

2.

to require the association to have regular reports in accordance with established criteria,

3.

participate in the General Assembly of the Association by an authorized representative,

4.

if necessary, to carry out studies with the association and to use third parties for this purpose.

The persons responsible for carrying out supervisory measures and the third parties responsible for investigations are entitled to enter the business premises of the association during the business and working hours in order to carry out investigations or (3) The competent authority may levy costs (fees and expenses) in order to meet the administrative burden of such acts; (3) The national governments are authorized to determine the fee levels and the level of fees by means of a regulation. You can transfer the empowerment to the relevant supreme state authorities. Unofficial table of contents

Section 64a Withdrawal of examination law

The supervisory authority may withdraw the examination law from the association if the association no longer provides the guarantee for the performance of its tasks. The Executive Board of the Association shall be consulted prior to the withdrawal. The withdrawal shall be communicated to the courts referred to in § 63d. Unofficial table of contents

§ 64b Order of an Examination Association

If a cooperative does not belong to an audit association, the court may appoint an audit body to carry out the tasks assigned to the examination bodies in the law. The aim is to take into account the specific nature of the cooperative and the seat of the cooperative. Unofficial table of contents

Section 64c Examination of dissolved cooperatives

Cooperatives are also subject to the provisions of this section.

Section 5
Termination of membership

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Section 65 Termination of the Member

(1) Each member has the right to terminate his/her membership by dismissal. (2) The dismissal can only be declared in writing at the end of a financial year and at least three months prior to the expiry of the term. The statutes may provide for a period of notice of no more than five years ' duration. In the case of cooperatives in which all members are members as entrepreneurs within the meaning of Section 14 of the Civil Code, the statutes may, for the purpose of securing the financing of fixed assets, have a period of notice of up to ten years. (3) In the event of a period of notice of more than two years specified in the statutes, any Member who has been a member of the Cooperative for at least one full financial year may terminate his membership prematurely if he/she is in accordance with his or her personal or economic circumstances, a stay in the Cooperatives cannot be expected until the end of the notice period. The termination shall be declared in this case with a period of three months at the end of a financial year to which the Member may not terminate in accordance with the Statutes. (4) Membership shall not expire if the Cooperative State before the date, where the termination would have been effective. The dissolution of the cooperative shall not preclude the termination of the membership if the continuation of the cooperative is decided. In this case, the period during which the cooperative was dissolved shall be included in the calculation of the period of notice of notice, but the membership shall end at the earliest at the end of the financial year in which the decision on the continuation of the period of notice shall be taken up. the cooperative is entered in the cooperative register. (5) Agreements which violate the above paragraphs are ineffective. Unofficial table of contents

Section 66 Termination by creditors

(1) The creditor of a member who has had the seizure and transfer of a credit to the member in dealing with the cooperative after a foreclosure in the last six months has been carried out by a member who has been responsible for the seizure of the cooperative. The assets of the Member may exercise the right of dismissal of the Member in his or her post. The exercise of the right of dismissal is excluded as long as the debt is only provisionally enforceable. (2) The dismissal must be a certified copy of the enforceable copy of the title and of the certificates of the fruitless The course of the foreclosure shall be added to the debtor's assets. Unofficial table of contents

Section 66a Termination in insolvency proceedings

If the insolvency proceedings are opened on the assets of a member and an insolvency administrator is appointed, the insolvency administrator may exercise the right of termination of the member's right to terminate the insolvency proceedings. Unofficial table of contents

Section 67 Termination of membership for the purpose of residence

If, according to the Articles of Association, membership is linked to the place of residence within a given district, a member who is resident in that district may conclude his/her membership without a period of notice at the end of the period of notice of the residence of the Terminate the financial year; the termination shall be subject to the written form. A certificate issued by an authority shall be submitted on the responsibility of the place of residence. Unofficial table of contents

§ 67a Extraordinary termination right

(1) If an amendment to the Articles of Association is decided upon which relates to one of the items listed in § 16 (2) sentence 1 No. 2 to 5, 9 to 11 or paragraph 3, or a substantial change in the object of the company, it may terminate:

1.

any member appearing in the General Assembly if it has declared a breach of the minutes of the decision or if the inclusion of its opposition has been refused to be included in the minutes;

2.

any member who has not appeared in the General Assembly if it has been wrongly not admitted to the General Assembly or if the Assembly is not convening properly or the subject-matter of the decision-making is not properly convened has been announced.

If a representative meeting has decided to amend the statutes, each member may terminate; for the representatives, the first sentence shall apply. (2) The dismissal shall be subject to the written form. It can only be declared within one month at the end of the financial year. The time limit shall begin in the cases referred to in the first sentence of paragraph 1, first sentence, with the decision making, in the cases referred to in the first sentence of paragraph 1, point 2, with the acquisition of knowledge of the decision-making process. If the date of knowledge acquisition is in dispute, the cooperative shall bear the burden of proof. In the event of termination, the amendment of the Articles of Association shall not act either for or against the Member. Unofficial table of contents

§ 67b Termination of individual shares

(1) A member who is involved in several business shares may terminate the participation with one or more of his other business shares at the end of a financial year by written declaration, insofar as it is not in accordance with the Articles of Association , or an agreement with the Cooperative to participate in several business shares, or the participation with several business shares A condition for a performance of the Cooperative, which is claimed by the Member. (2) § 65 (2) to (5) shall apply mutatily. Unofficial table of contents

Section 67c Termination of dismissal in housing cooperatives

(1) The denunciation of the membership of a housing cooperative by the creditor (§ 66) or the insolvency administrator (§ 66a) is excluded if

1.

membership is a prerequisite for the use of the member's home and

2.

the member's business assets are not more than four times the amount of the service paid for one month without the operating costs as a lump sum or advance payment, or not more than 2 000 euros.

(2) If the Member's business balance exceeds the amount referred to in paragraph 1 (2), the termination of the membership in accordance with paragraph 1 shall also be excluded if, by denunciation of individual shares pursuant to section 67b, it shall apply to a person referred to in paragraph 1 (2) 2 permissible amount can be reduced. Unofficial table of contents

Section 68 Exclusion of a Member

(1) The grounds on which a member may be excluded from the cooperative must be determined in the statutes. An exclusion is only permitted at the end of a financial year. (2) The decision to exclude the member is to be communicated to the member by the board of directors without delay by registered letter. From the date of dispatch of the notice, the member loses the right to participate in the General Meeting or the representative assembly as well as his membership of the Board of Directors or the Supervisory Board. Unofficial table of contents

Section 69 Entry into the membership list

In the cases of § § 65 to 67a and 68 the date of termination of the membership is, in the case of § 67b, the date of reduction of the number of shares as well as the number of remaining further business shares immediately into the A member list shall be notified immediately. Unofficial table of contents

§ § 70 to 72 (omitted)

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Section 73 Dispute with the Member who has been expleted

(1) At the end of the membership, the cooperative is to be convicted of the member of the member who has been retired. It is determined on the basis of the assets of the cooperative and the number of its members at the time of the termination of the membership. (2) The dispute is based on the balance sheet. Subject to the provisions of paragraph 4 and section 8a (2), the member's business assets shall be paid within six months of the termination of the membership. Subject to the provisions of paragraph 3, the Member shall not be entitled to the reserves and other assets of the cooperative. If the assets, including the reserves and all the business assets, are not sufficient to cover the debt of the cooperative, the former member shall have to pay the share of the debt in question to the cooperative as far as the debt is concerned. (3) The statutes may include members who are responsible for the insolvency proceedings. (3) The statutes may be calculated on the basis of the number of members. (3) The statutes may be members who have Have fully paid for the business share, in case of termination of membership a claim for the disbursing of a share of a profit-making reserve to be made from the net profit for that purpose. The Articles of Association may make the claim dependent on a minimum period of membership, and may impose further requirements and impose restrictions on the claim. (4) The statutes may lay down the conditions, the conditions and the time limit for the disbursment of the disbursment credit, by way of derogation from the second sentence of paragraph 2; a provision on the basis of the conditions laid down in the second sentence of paragraph 2. or the date of payment shall be the sole decision of the Board of Management shall be ineffective. Unofficial table of contents

Section 74 (omitted)

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§ 75 Continuation of membership in the dissolution of the cooperative

If the Cooperative is dissolved within six months of the termination of a member's membership, the termination of membership shall be deemed not to have been effected. If the continuation of the cooperative is decided upon, the termination of the membership shall be deemed to be at the end of the financial year in which the decision on the continuation of the cooperative is entered in the cooperative register. Unofficial table of contents

Section 76 Transfer of the business credit

(1) Any member may, at any time by written agreement, transfer his or her business credit to another in whole or in part, thereby ending his/her membership without dispute or reducing the number of shares in the business, if the acquirer, in the case of a complete transfer instead of the member, accedes to the cooperative or is already a member of the cooperative, and the previous business assets of that member with the amount to be attributed to him, the Do not exceed the business share. A partial transfer of business assets shall be ineffective in so far as the Member is obliged to participate in several business shares under the Articles of Association or an agreement with the Cooperative or the participation with a number of different business units. (2) The Articles of Association may exclude a full or partial transfer of business assets or may make it subject to further conditions; this shall not apply to cases in which, in accordance with Section 65 (2) sentence 3 of the Statute, a Notice period of more than five years is determined or, according to § 8a or § 73 (4) of the claim pursuant to § 73 para. 2 sentence 2, limited to disbursement of the disbursement credit. (3) On the termination of the membership and the reduction of the (4) If the cooperative is dissolved within six months of the termination of the membership, the former member shall have the surpluses in the event of the opening of the insolvency proceedings, to the payment of which it would have been obliged to pay to the extent that the acquirer (5) In accordance with the statutes, a member may participate in more than one share of the business, those provisions shall apply, provided that the transfer of the business credit to another member is permitted, provided that: In the case of the transferee's business assets, the total amount of the shares with which the acquirer is or is involved shall not exceed the total amount of the shares in the transferor's business. Unofficial table of contents

Section 77 Death of the Member

(1) With the death of a member, the membership shall be on the heirs. It shall end with the end of the financial year in which the succession has occurred. Several heirs may exercise the right to vote in the General Assembly only by a Community representative. (2) The statutes may determine that in the event of the death of a member, his membership in the cooperative shall be determined by his heir. will continue. The Articles of Association may make the continuation of membership subject to the personal requirements of the successor to the legal successor. In the event of the deceased being obtained by several heirs, it may also be determined that the membership ends if it has not been left to a co-heir solely within a period laid down in the statutes. (3) The death of the member as well as the date of termination of the membership, in the case of paragraph 2 also the continuation of membership by one or more heirs, shall be entered immediately in the membership list. The heirs of the deceased member must be notified immediately of the registration. (4) Upon termination of the membership of the heir, § § 73 and 75 apply, in the case of continuation of the membership, § 76 (4) shall apply accordingly. Unofficial table of contents

§ 77a Resolution or Ererase of a Legal Person or Personal Society

If a legal person or a personal company is dissolved or extinguished, the membership shall end with the conclusion of the financial year in which the dissolution or the erasable period has become effective. In the case of the overall succession, the membership shall be continued until the end of the financial year by the overall legal successor. The termination of the membership shall be entered immediately in the membership list; the member or the overall successor shall be notified immediately.

Section 6
Dissolution and nullity of the cooperative

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§ 78 Resolution by decision of the General Assembly

(1) The Cooperative may be dissolved at any time by decision of the General Assembly; the decision shall require a majority of at least three quarters of the votes cast. The Articles of Association may determine a larger majority and further requirements. (2) The dissolution shall be notified by the Executive Board immediately for registration in the Register of Cooperatives. Unofficial table of contents

§ § 78a and 78b (to be omitted)

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§ 79 Resolution by time lapse

(1) If the Cooperative is limited to a certain period of time in accordance with the Articles of Association, it shall be dissolved with the expiry of the specified period of time. (2) Section 78 (2) shall apply. Unofficial table of contents

Section 79a Continuation of the dissolved Cooperative

(1) If the cooperative has been dissolved by decision of the General Assembly or by a time lapse, the General Assembly may, until such time as the distribution of the assets remaining after the correction of the debt to the members, be distributed , the continuation of the cooperative shall be decided upon; the decision shall require a majority which shall comprise at least three quarters of the votes cast. The statutes may determine a greater majority and other requirements. The continuation cannot be decided if the members have been consulted in accordance with Section 87a (2). (2) Before the decision is taken, the Association of Examiners, to which the Cooperative is a member, shall be consulted on whether the continuation of the (3) The opinion of the Association of Examiners is to be read out in each of the General Assembly's deliberation on the continuation of the Cooperative. The examination board shall be given the opportunity to explain the opinion in the General Assembly. (4) If the continuation of the cooperative is not compatible with the interests of the members in accordance with the opinion of the Examining Association, the decision shall be taken a majority of three quarters of the members in two general meetings following each other at a distance of at least one month; paragraph 1, sentence 2 shall apply accordingly. (5) The continuation of the cooperative shall be without delay by the Executive Board to register for registration in the register of cooperatives. When registering, the Board of Management has to issue the assurance that the decision of the General Assembly was taken at a time when the distribution of the assets of the cooperative after the correction of the debt has not yet been taken up to the members had been started. Unofficial table of contents

§ 80 Resolution by the Court of First Instance

(1) If the Cooperative has fewer than three members, the Register Court shall, at the request of the Management Board and, if the application does not take place within six months, the dissolution of the Cooperative by its own motion after consulting the Executive Board. In the determination of the minimum number of members according to the first sentence, investing members shall be disregarded. (2) The court order shall be awarded to the cooperative. The Cooperative is against the decision to make an immediate appeal under the Code of Civil Procedure. With the legal force of the decision, the cooperative is dissolved. Unofficial table of contents

§ 81 Resolution at the request of the supreme state authority

(1) A cooperative is endanced by the unlawful conduct of its administrative institutions and does not ensure that the general assembly and the supervisory board are not convened by the administrative authorities or is the object of the cooperative. § 1 shall not be directed to the promotion of the members, the cooperative may be dissolved by judgment at the request of the competent supreme state authority in whose district the cooperative has its registered office. The district court in whose district the cooperative has its registered office is exclusively responsible for the lawsuit. (2) After the dissolution, the liquidation takes place in accordance with § § 83 to 93. The authority designated in the first sentence of paragraph 1 may also apply for the appointment or dismise of the liquidators. (3) If the resolution is raised, the court may, at the request of the authority referred to in the first sentence of paragraph 1, be made available by means of an inversion of the request. (4) The decisions of the Court of First Instance shall be communicated to the Register Court. It shall enter it in the register of cooperatives where legal conditions subject to such obligations are subject to such conditions. Unofficial table of contents

§ 81a Resolution in case of insolvency

The cooperative is dissolved

1.

with the legal force of the decision which rejected the opening of the insolvency proceedings in the absence of a mass;

2.

by erasure for lack of assets under Section 394 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction.

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Section 82 Registration of dissolution

(1) The dissolution of the cooperative shall be entered immediately by the court in the Register of Cooperatives. (2) It must be made known by the liquidators by the sheets intended for the notices of the cooperative. The notice shall at the same time require the creditors to report to the cooperative. (3) In the event of cancellation of the cooperative because of lack of assets, paragraphs 1 and 2 shall not be applied. Unofficial table of contents

§ 83 Order and dismise of liquidators

(1) The liquidation is carried out by the Board of Directors if it is not transferred by the Articles of Association or by decision of the General Assembly to other persons. (2) Also a legal person may be liquidator. (3) At the request of the Supervisory Board or at least the tenth part of the members may be appointed by the court of liquidators. (4) The convocation of the liquidators may be carried out by the court under the same conditions as the appointment. Liquidators, who are not appointed by the court, may also be dismissed by the General Assembly before the end of the period for which they are appointed. (5) If the cooperative is dissolved by deletion on account of lack of assets, such liquidators shall be dismissed by the General Assembly. a liquidation shall take place only if, after the deletion, it turns out that assets are present which are subject to the distribution. The liquidators shall be appointed by the court at the request of a party. Unofficial table of contents

Section 84 Registration by liquidators

(1) The first liquidators and their power of representation shall have the Executive Board, any change in the persons of the liquidators and any modification of their power of representation have to register the liquidators for entry in the Register of Cooperatives. The application shall be accompanied by a copy of the documents relating to the appointment or convocation and the power of representation. (2) The registration of the judicial appointment or dismise of liquidators shall be effected ex officiation. (3) (omitted) Unofficial table of contents

Section 85 Drawing of liquidators

(1) The liquidators shall declare their declaration of intent in the form determined during their order and shall draw them for the cooperative. If nothing is determined, the declaration and drawing must be made by all liquidators. (2) The determination must be made with the order of the liquidators for registration in the register of cooperatives. (3) The liquidators draw for the registration of the liquidators. the cooperative, by adding to the company an addition to liquidation and its name signature. Unofficial table of contents

Section 86 Publicity of the register of cooperatives

The provisions in § 29 on the relationship with third persons shall apply with regard to the liquidators. Unofficial table of contents

Section 87 Legal relationships in the liquidation stage

(1) Until the termination of the liquidation, notwithstanding the dissolution of the cooperative in relation to the legal relationships of the cooperative and its members, § § 17 to 51 shall continue to be applied to the extent that the provisions of this section and (2) The place of jurisdiction, which the Cooperative had at the time of its dissolution, remains until the full distribution of the assets. Unofficial table of contents

Section 87a Payment obligations for overindebtedness

(1) In the event of the establishment of the liquidation opening balance sheet, a subsequent annual balance sheet or an interim balance sheet, or if it is reasonable to assume that the assets are to be taken into account, even in the light of the fall in the balance of payments, the debt is no longer covered, the General Assembly may decide that the members who have not yet fully paid their business share shall be obliged to make further deposits on the share of the business, as far as this is intended to cover the Missing amount is required. The resolution of the General Assembly does not preclude deviating provisions of the Articles of Association. (2) The General Assembly may decide that the additional deposits on the business share to cover the shortfall are not sufficient. Members shall have to make further payments in proportion to their business shares until the shortfall is covered. In the case of cooperatives in which the members have no surrender to the insolvency mass, this shall only apply if the statutes determine this. A member may be subject to further payments up to the maximum amount corresponding to the total amount of his shares. The second sentence of paragraph 1 shall apply accordingly. In determining the relationship between the shares and the total amount of the shares, the shares held by a member shall also be deemed to be the shares of the shares which it is still holding in breach of the provisions of the Articles of Association for a compulsory participation (3) The decisions shall require a majority of at least three quarters of the votes cast. The statutes may determine a greater majority and further requirements. (4) The decisions may not be taken if the assets no longer cover the debt, even taking into account the further payment obligations. Unofficial table of contents

§ 87b Prohibition of the increase in the share of the business or of the total

After the dissolution of the Cooperative, neither the business share nor the amount of the liability can be increased. Unofficial table of contents

Section 88 Tasks of the liquidators

The liquidators have to terminate the current business, to fulfill the obligations of the dissolved cooperative, to collect the claims of the cooperatives and to implement the assets of the cooperative in money; they have the cooperative Court and out-of-court representation. The liquidators may also enter into new business for the termination of floating transactions. Unofficial table of contents

§ 88a Abavailability of claims for backward deposits and proportionate amounts of misappropriation

(1) The liquidators may cede the cooperative's claim to a backward deposit on the part of the business and the right to a pro-rata payment in accordance with § 73 para. 2 sentence 4 with the approval of the examination board. (2) The Examining Association shall only be accepted if the claim is assigned to a central bank or to a body which is subject to examination by an examination board and does not conflict with the interests of the members who are worthy of protection. Unofficial table of contents

Section 89 Rights and obligations of liquidators

The liquidators shall have the rights and duties of the Executive Board arising from § § 26, 27, 33 (1) sentence 1, § § 34, 44 to 47, 48 (3), § § 51, 57 to 59 and shall be subject to this supervision of the Supervisory Board. They shall draw up a balance sheet (opening balance sheet) for the start of the liquidation and, for the end of each year, draw up an annual accounts and, if necessary, a management report. The opening balance shall be published; the contract notice shall be submitted to the register of cooperatives. Unofficial table of contents

§ 90 requirement for wealth distribution

(1) A distribution of the assets among the members shall not be carried out prior to the repayment or coverage of the debt and not before the end of a year since the date on which the creditors ' request in the sheets determined for this purpose is effected. (2) If a creditor is not known, the amount owed shall be filed for the creditor if the right to deposit is present. If the correction of a liability is not available at this time or if a liability is in dispute, the distribution of the assets may only be effected if the creditor is provided with security. Unofficial table of contents

Section 91 Distribution of assets

(1) The distribution of the assets among the individual members shall be effected up to the total amount of the balance of the business assets determined on the basis of the opening balance sheet according to the ratio of the latter. If the members were used in payments pursuant to Section 87a (2), first of all these payments shall be reimbursed in accordance with the ratio of the amounts paid. In the case of the determination of the individual business assets, the distribution of the profit or loss resulting from the period between the last financial statements and the opening balance sheet which has occurred since the last annual financial statements shall remain the same as the balance sheet. be disbursed. The profit from this period must also be attributed to the credit in so far as the share of the business is exceeded. (2) Surpluses which exceed the total amount of this balance shall be distributed according to heads. (3) By means of the The articles of association may exclude the distribution of the assets or determine a different relationship for distribution. Unofficial table of contents

§ 92 Undistributable Reinfortune

An undivisible net worth remaining in the course of the dissolution of the cooperative shall fall to that congregation, in so far as the same is not referred to by the statutes of a natural or legal person for a particular purpose of use, in the that the cooperative had its seat. The interest of this fund shall be used for charitable purposes. Unofficial table of contents

Section 93 Storage of documents

Upon termination of the liquidation, the books and writings of the dissolved cooperative shall be given for ten years to one of its former members or to a third party in custody. If the person is not designated by the statutes or by a decision of the General Assembly, the person shall be determined by the court. The court may authorise the former members and their legal successor, as well as the creditors of the cooperative, to see the books and writings. Unofficial table of contents

§ § 93a to 93s (omitted)

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Section 94 Action for annulment

If the statutes do not contain the essential provisions or are void, any member of the cooperative and any member of the board of directors or members of the supervisory board may, by means of the action, request that the cooperative shall, for the be declared null and void. Unofficial table of contents

§ 95 Reasons for invalidity; Healing of defects

(1) The provisions of the Articles of Association referred to in § § 6, 7 and 119 shall be considered to be essential in the sense of § 94, with the exception of those concerning the assessment of the decisions of the General Assembly and the chairmanship of the General Assembly. (2) A deficiency which shall be deemed to be a result of this (3) The convening of the General Assembly shall be carried out if the General Meeting of the General Assembly is convened in accordance with the provisions of this Law on amendments to the Statute. Lack of provisions relating to the form of convening, by indentation in those public sheets which are intended for the publication of the entries in the cooperative register of the cooperative's registered office. (4) Subject to a cooperative, in which the members are limited to an arrest In the event of a repayment of the insolvency mass, the absence of the provisions relating to the amount of the deed, the provisions adopted in order to heal the defect shall not reduce the total amount of the liability assumed by the individual members. . Unofficial table of contents

Section 96 Procedure for annulment

The proceedings relating to the action for annulment and the effects of the judgment shall be determined in accordance with the provisions of section 51 (3) to (5). Unofficial table of contents

Section 97 Effects of registration of nullity

(1) Where the invalidity of a cooperative is entered in the Register of Cooperatives, the provisions in force in the case of dissolution shall be used for the purpose of the liquidation of their relationships. (2) The effectiveness of the provisions in the name of the Cooperative Register shall be the cooperative with third parties shall not be affected by the invalidity. (3) As far as the members have assumed liability for the liabilities of the cooperative, they shall be obliged to satisfy the Amounts required by creditors in accordance with the provisions of Section 7 ,

Section 7
Insolvency proceedings; accountability of members

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Section 98 Opening of the insolvency proceedings

By way of derogation from Section 19 (1) of the Insolvency Code, the debt to a cooperative shall be the reason for the opening of the insolvency proceedings only if:

1.

the members have to make surpluses up to a total amount of imprisonment and the over-indebtedness exceeds a quarter of the total amount of the total amount of the total amount of the total number of sums of

2.

members do not have any surpluses to perform, or

3.

the cooperative is dissolved.

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§ 99 Prohibition of payment in case of insolvency or over-indebtedness

The Management Board shall not pay any more as soon as the cooperative has become insolvent or has surrendered an over-indebtedness, which is the reason for the opening of the insolvency proceedings for the cooperative pursuant to § 98. This shall not apply to payments which, even after that date, are compatible with the diligence of a prudent and conscientious business manager of a cooperative. Unofficial table of contents

§ 100 (omitted)

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Section 101 Effects of the opening of insolvency proceedings

Through the opening of the insolvency proceedings, the cooperative is dissolved. Unofficial table of contents

Section 102 Registration of the opening of insolvency proceedings

(1) The opening of the insolvency proceedings shall be entered into the Register of Cooperatives by its own motion. The same shall apply to:

1.

the repeal of the opening decision,

2.

the appointment of a provisional insolvency administrator if, in addition, a general prohibition on disposal is imposed or ordered by the debtor, that the debtor's dispositions are effective only with the consent of the provisional insolvency administrator; and the repeal of such a safeguard measure;

3.

the arrangement of the debtor's own administration and its cancellation and the arrangement of the need for consent of certain legal transactions of the debtor;

4.

the recruitment and the lifting of the procedure; and

5.

the monitoring of the implementation of an insolvency plan and the lifting of surveillance.

(2) The entries referred to in paragraph 1 shall not be disclosed. Unofficial table of contents

§ § 103 and 104 (omitted)

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Section 105 Reaction of Members

(1) Insofar as the claims of the mass creditors or the claims of the insolvency creditors taken into account in the final distribution pursuant to § 196 of the Insolvency Code are not corrected from the existing assets of the cooperative, the Members are obliged to pay any surpluses to the insolvency mass, unless the statutory obligation is excluded by the articles of association. In the case of a legally confirmed bankruptcy plan, the obligation to carry out the investigation consists in so far as it is provided for in the formative part of the plan. (2) The surpluses shall be made by the members in accordance with the provisions of the plan, unless the articles of association have been approved by the members of the Board of Insolvency. (3) Contributions in respect of which individual members are unable to perform shall be distributed among the other members. (4) Payments made by Members on the basis of the provisions referred to above. In addition, after the satisfaction of the creditors, they shall be made up of contributions from the Repayment. The same shall apply to payments made by the members pursuant to Section 87a (2) after repayment of the payments referred to in sentence 1. (5) The member may charge a claim against the surpluses to the cooperative, provided that the conditions are met: , under which it has to claim satisfaction as insolvency creditor because of the demand from the surpluses.

Footnote

(+ + + § 105: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 106 Advance calculation

(1) The insolvency administrator shall immediately, after the balance sheet according to § 153 of the Insolvency Code, be deposited at the office, calculate the amount of the members to cover the assets of the balance sheet. Have misallocations to be pre-shot. Where continuation and set-aside values are indicated next to each other in the balance sheet, the amount of the shortfall resulting from the set-aside values shall be determined. (2) All members shall be named in the preliminary calculation. and to distribute the contributions to them. The amount of the contributions shall be calculated in such a way that a preliminary inability of individual members to perform contributions shall not result in a loss of the total amount to be covered. (3) The calculation shall be the insolvency court with the application , to declare the same for enforceable. The application shall be accompanied by a certified copy of the list of members and, if the register of cooperatives is not conducted with the insolvency court, a certified copy of the statutes.

Footnote

(+ + + § 106: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 107 Judicial declaration on advance calculation

(1) In order to explain the calculation, the court shall determine an appointment which may not be scheduled for more than two weeks. The appointment shall be made public; the members listed in the calculation shall be charged in particular. (2) The calculation shall be laid down at the office for the purpose of inspection of the parties at the latest three days before the date of the date of the date of the appointment. This shall be indicated in the notice and the charges.

Footnote

(+ + + § 107: For application cf. Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 108 Declaration date

(1) In the appointment, the Board of Management and the Supervisory Board of the cooperative as well as the insolvency administrator and the creditors ' committee and, insofar as objections are raised, the otherwise involved parties are to be heard. (2) The court decides on the levied Objections, corrections, if necessary, the calculation or orders the correction and declares the calculation to be enforceable. The decision shall be announced in the date or in a date to be immediately scheduled, which shall not be scheduled for more than one week. The calculation with the decision declaring it to be enforceable shall be laid down for the purpose of understanding the parties at the place of business. (3) An appeal shall not be taken against the decision.

Footnote

(+ + + § 108: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 108a Abrelatability of claims of the cooperative

(1) The insolvency administrator may depart from the cooperative's claims to the repayment of a refund on the part of the business, on a pro rata basis, in accordance with § 73 para. 2 sentence 4 and on surpluses with the approval of the insolvency court. (2) The Authorisation is to be granted only after consultation of the examination board and only if the claim is assigned to a central bank or to a body under examination by an audit body.

Footnote

(+ + + § 108a: For application cf. Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 109 Confiscation of advances

(1) After the calculation has been declared enforceable, the insolvency administrator shall immediately collect the contributions from the members. (2) The enforcement of a member shall be based on the provisions of the Code of Civil Procedure on the basis of a (3) For the proceedings to be brought up in the cases of § § 731, 767, 768 of the Code of Civil Procedure, the District Court, in which the insolvency proceedings are pending, shall be the court case, and, if the object of the dispute does not belong to the jurisdiction of the Local Courts, Landgericht solely responsible for the district of which the insolvency court belongs.

Footnote

(+ + + § 109: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 110 Deposit of the advances or the installation of advances

The amounts recovered shall be deposited or deposited in accordance with Section 149 of the Insolvency Code.

Footnote

(+ + + § 110: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 111 Avoidance action

(1) Each member shall have the power to challenge the calculation declared enforceable by means of the action. The lawsuit shall be directed against the insolvency administrator. It shall only take place within the period of grace of one month since the decision was announced and only in so far as the plaintiff has claimed the ground of appeal in the date scheduled pursuant to section 107 (1) or to assert his or her fault without being liable for his fault. (2) The final judgment is effective for and against all members who are subject to contributions.

Footnote

(+ + + § 111: For application see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 112 Procedure in the case of a challenge

(1) The action shall be filed exclusively with the District Court, which has declared the calculation enforceable. Oral proceedings shall not take place before the expiry of the designated period of emergency. A number of challenge processes are to be combined for simultaneous negotiation and decision. (2) If the subject matter of a trial exceeds the sum otherwise applicable to the substantive jurisdiction of the local courts, the court shall, if a Party in such a trial before the hearing on the main subject so requests to refer all disputes to the district court in whose district it has its registered office. The immediate appeal shall be lodged against this decision. The period of emergency shall begin with the announcement of the decision. (3) If the decision is final, the disputes shall be deemed to have been pending before the district court. The costs incurred in the proceedings before the district court are treated as part of the costs incurred by the district court and are considered to be the costs of an instance. (4) § § 769 and 770 of the Code of Civil Procedure on the Recruitment of Enforcement of Enforcement and the repeal of the enforcement measures shall be applicable.

Footnote

(+ + + § 112: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 112a Comparison of surpluses

(1) The insolvency administrator shall be able to conclude a settlement on the amount of the additional payment to be made by the Member. The comparison requires the approval of the creditors ' committee if one is ordered, and the confirmation by the insolvency court. (2) The settlement becomes void if the member is in default with his fulfillment.

Footnote

(+ + + § 112a: For application see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 113 Additional calculation

(1) Where, as a result of the inability of individual members to perform contributions, the total amount to be covered is not reached or the calculation is to be amended on the basis of the judgment to be taken on a challenge, or for other reasons, the liquidate manager shall draw up an additional calculation. The provisions of § § 106 to 112a shall also apply to the additional calculation. (2) The establishment of an additional calculation shall be repeated if necessary.

Footnote

(+ + + § 113: For application see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 114 Follow-up calculation

(1) As soon as the completion of the final distribution according to § 196 of the insolvency order is commenced, or as soon as the insolvency mass has been recovered after an indication of the mass inadequacy in accordance with § 208 of the Insolvency Code, the insolvency administrator has to determine in writing whether, and to what extent, a shortfall remains after the distribution of the proceeds and to what extent it is covered by the surpluses already made. The determination shall be deposited at the office of the court. (2) If an uncovered shortfall remains and the members may be used for further surpluses, the insolvency administrator shall, in addition to or rectification of the Calculation of the advance and the additions to it, to calculate how much the members have to pay in accordance with § 105 (final calculation). (3) The post-profit calculation is subject to the regulations of § § 106 to 109, 111 to 113, the provision of section 106 (2), with the proviso that members whose inability to Contributions have turned out, contributions are not distributed.

Footnote

(+ + + § 114: For application see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 115 Night rag distribution

(1) The insolvency administrator shall, after the final calculation is declared enforceable, have immediately received the existing stock in accordance with § 110 and, as often has been received from the contributions still to be drawn up, the stock shall be made available to the insolvency administrator by the Distribution according to § 203 of the Insolvency Code among the creditors. In so far as no additional calculation is required, the insolvency administrator shall immediately carry out the distribution after the determination in accordance with Section 114 (1) has been laid down at the office of the court. (2) Except for the shares to which the insolvency administrator has to do so in § § 189 To 191 of the insolvency order, the shares shall be withheld in respect of claims which have been expressly disputed by the Management Board in the date of the examination. The creditor shall be left to remove the opposition of the Executive Board by action. In so far as the opposition is legally declared to be justified, the shares will be released for distribution among the other creditors. (3) The insolvency administrator shall have the surpluses not required for the satisfaction of the creditors to the members. to repay.

Footnote

(+ + + § 115: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 115a Redistribution of surpluses

(1) If the settlement of the insolvency proceedings is likely to take a longer period of time, the insolvency administrator may, with the consent of the creditors ' committee, if one is appointed, and the insolvency court, the insolvency court, which is drawn up in accordance with § 110. Distribute amounts already before the date referred to in § 115 (1) by way of the distribution of the funds in accordance with § § 187 to 195 of the Insolvency Code to the creditors. A breakdown distribution shall be maintained in so far as the ratio of the debt to the assets is to be reckoned with a refund of amounts recovered to members according to § 105 (4) or § 115 (3). (2) Should nevertheless be satisfied after the satisfaction of the If creditors surrender a surplus from the insolvency mass, the excess amounts paid shall be reimbursed to the members from the surplus.

Footnote

(+ + + § 115a: For application, see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 115b Reaction of members of the members of the members of the

As soon as it is safe to assume that the insolvency creditors referred to in § 105 (1) do not obtain satisfaction or assurance by confiscation of the surpluses either, the contributions required for this purpose shall be provided by the within the last 18 months before the request for the opening of the insolvency proceedings or, after this request, members who have not already been subject to the obligation to resign in accordance with § 75 or § 76 (4) of the obligation to comply, in accordance with § 105 of the Insolvency mass.

Footnote

(+ + + § 115b: For application see Section 120 (2) (F 2014-12-10) + + +) Unofficial table of contents

Section 115c Advisory duties of retired members

(1) The insolvency administrator shall immediately draw up a calculation on the obligation to pay the members who have been retired. (2) In the calculation, the designated members shall be designated by name and the contributions shall be distributed to them, as far as the inability of individual contributions to the performance of contributions is not to be provided. (3) In addition, the provisions of § 106 (3), § 107 to 109, 111 to 113 and 115 are applicable. Unofficial table of contents

Section 115d recovery and repayment of surpluses

(1) The provisions of § § 115b, 115c do not affect the confiscation of the surpluses from the members remaining in the cooperative. (2) From the surpluses of the remaining members, the members of the remaining members are the members of the remaining members of the members who are left in the cooperative. shall be reimbursed as soon as the insolvency creditors referred to in § 105 (1) are fully satisfied or guaranteed. Unofficial table of contents

§ 115e Private administration

If according to § 270 or § 271 of the Insolvency Code the self-administration is arranged under the supervision of a lawyer, the § § 105 bis 115d shall apply with the proviso that the insolvency administrator shall be replaced by the expert. Unofficial table of contents

Section 116 Insolvency plan

The provisions of the insolvency order relating to the insolvency plan shall apply with the following exceptions:

1.

A plan shall be taken into account when it enters into the insolvency court before the end of the post-trial proceedings;

2.

in the representative part of the plan, indicate the level of the members ' surpluses and the further follow-up they may be required under the statutes;

3.

a distinction can be made between creditors, who are also members of the cooperative, and the other creditors, in the formation of the groups for the determination of the rights of creditors;

4.

before the date of discussion, the Insolvency Court shall hear the association of which the Cooperative belongs, whether the plan is compatible with the interests of the members.

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Section 117 Continuation of the cooperative

(1) If the insolvency proceedings have been terminated at the request of the debtor or after the confirmation of an insolvency plan which provides for the continued existence of the cooperative, the General Assembly may continue the cooperative. decision. At the same time as the decision on the continuation of the cooperative is taken, the provision in the articles of association required in accordance with Section 6 (3) must be decided on whether the members should, in the event that the creditors in the insolvency proceedings on the assets of the cooperative (2) The decisions referred to in paragraph 1 shall require a majority of at least three quarters of the votes cast. The statutes may determine a greater majority and other requirements. The provisions of § 79a (2) to (4) are to be applied. (3) The continuation of the cooperative is without delay, together with the decision on the accountability of the members by the Executive Board, for the registration in the register of cooperatives log in. Unofficial table of contents

Section 118 Termination of continuation of the Cooperative

(1) If the continuation of the Cooperative is decided pursuant to § 117, it may terminate

1.

any member appearing in the General Assembly if it has declared a breach of the minutes of the decision or if the inclusion of its opposition has been refused to be included in the minutes;

2.

any member who has not appeared in the General Assembly if it has been wrongly not admitted to the General Assembly or if the Assembly is not convening properly or the subject-matter of the decision-making is not properly convened has been announced.

If a representative meeting has decided to continue the cooperative, each member may terminate; for the representatives, the first sentence shall apply. (2) The dismissal shall be subject to the written form. It can only be declared within one month at the end of the financial year. The time limit shall begin in the cases referred to in the first sentence of paragraph 1, first sentence, with the decision making, in the cases referred to in the first sentence of paragraph 1, point 2, with the acquisition of knowledge of the decision-making process. If the date of knowledge acquisition is in dispute, the cooperative shall bear the burden of proof. In the event of termination, the decision on the continuation of the cooperative shall not affect the member. (3) The date of termination of the membership shall be entered immediately in the list of members; the member shall be informed thereof. (4) The opening balance sheet for the continuation of the cooperative is decisive for the engagement of the former member with the cooperative. Subject to Section 8a (2) and Section 73 (4), the member's business assets shall be paid within six months of the end of the membership; the reserves and other assets of the Cooperative shall be subject to the provisions of Section 73. (3) no claim.

Section 8
Liability Total

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Section 119 Determination of the amount of imprisonment

If the Articles of Association determine that the members have to pay limited amounts of cash in the form of surpluses to the insolvency mass, the amount of the liability in the articles of association shall not be set lower than the share of the business. Unofficial table of contents

§ 120 Herabating of the Detention Order

(1) § 22 (1) to (3) shall apply in order to reduce the amount of the sum of the sentence. However, the right under the first sentence of Article 22 (2) is only available to the creditors if they make it credible that the reduction in the sum of the sum of the subtleties will endanger the performance of their claim. (2) The property of the cooperative with reduced If, within two years from the date on which the registration of the reduction in the number of cases has been made known in the Register of Cooperatives, which opens insolvency proceedings, any Member whose duty of payment shall be the subject of a reduction in the amount of the reduction in the amount of the sentence the amount of detention has been reduced, in terms of the amount of surpluses required, as before The reduction of the amount of the detention was obliged to do so. § § 105 to 115b must be applied with the proviso that only those liabilities which were already justified at the time of the reduction in the amount of the liability are to be taken into consideration. Unofficial table of contents

Section 121 Liability for several business units

If a member is involved with more than one share of the business, the total amount of the liability shall be increased to the total amount if it is less than the total amount of the shares. The Articles of Association may set an even higher amount. It may also determine that the participation with further business shares does not increase the amount of the liability. Unofficial table of contents

§ § 122 to 145 (omitted)

Section 9
Criminal and penal rules

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Section 146 (omitted)

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§ 147 Wrong information or incorrect presentation

(1) With imprisonment of up to three years or a fine shall be punished who, as a member of the Executive Board or as a liquidator in a written insurance pursuant to § 79a (5) sentence 2 on the decision to continue the cooperative, shall be punished. (2) It shall also be punishable as a member of the Executive Board or of the Supervisory Board or as a liquidator.

1.

the conditions of the cooperative in representations or overviews of the asset, its members or the sums of interest, in lectures or information held in the General Assembly inaccurate or disguised, if the deed is not in § 340m in connection with Section 331 (1) or (1a) of the Commercial Code, is punishable by punishment,

2.

in explanations or evidence which, in accordance with the provisions of this Act, are to be given to an auditor of the cooperative, incorrect information or the circumstances of the cooperative unproperly reproduces or disguises, if the act is not in § 340m in connection with Section 331 (4) of the Commercial Code is punishable by punishment.

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§ 148 Compulsory injury in case of loss

(1) With imprisonment of up to three years or a fine shall be punished who, contrary to § 33 para. 3, does not convene the General Assembly or does not convene an advertisement in time or not, not correct, not complete or not in good time (2) If the perpetrator is negligent, the penalty is imprisonment of up to one year or a fine. Unofficial table of contents

§ 149 (omitted)

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Section 150 Violation of the reporting obligation

(1) A custodial sentence of up to three years or a fine shall be punishable by a person who, as an auditor or as an assistant to an examiner, misreports on the outcome of the examination or conceals significant circumstances in the report. (2) If the offender is in charge of payment or in order to enrich himself or another person or to harm another person, the penalty shall be punishable by imprisonment of up to five years or a fine. Unofficial table of contents

Section 151 Violation of the obligation of confidentiality

(1) With a custodial sentence of up to one year or a fine shall be punished for who a secret of the cooperative, in particular an operating or business secret, which he/she has in his capacity as

1.

Member of the Management Board or of the Supervisory Board or Liquidator or

2.

Auditor or assistant of an examiner

(2) If the perpetrator is against payment or in the intention to himself or another person, the offence is not punishable by punishment in § 340m in connection with Section 333 of the Commercial Code. to enrich or to harm another person, the penalty shall be punishable by imprisonment of up to two years or a fine. Likewise, it shall be punished for the unauthorised use of a secret of the nature referred to in paragraph 1, in particular an operational or commercial secret which has become known to him under the conditions laid down in paragraph 1. (3) The act shall be punished only at the request of the Cooperative persecuted. If a member of the Executive Board or a liquidator has committed the deed, the Supervisory Board shall, if a member of the Supervisory Board has committed the act, the Executive Board or the liquidators shall be entitled to apply. Unofficial table of contents

Section 152 Penal rules

(1) The offence is unlawful.

1.

Calls for special benefits in return for them to be promised or assumed that they are not, or in a particular sense, voting in a vote in the General Assembly or the representative assembly or in the election of the representatives; or

2.

offer special advantages in return for this purpose, promises or grants that someone do not agree or in a certain sense in a vote in the General Assembly or the representative assembly or in the election of the representatives.

(2) The administrative offence can be punished with a fine of up to ten thousand euros. Unofficial table of contents

§ § 153 and 154 (omitted)

Section 10
Final provisions

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Section 155 Alregisters in the accession area

Register, agricultural production cooperatives, craft production cooperatives or other cooperatives or cooperative bodies established in the territory referred to in Article 3 of the Agreement on the establishment of agricultural products on the territory of the Member States of the European Union, The Court of Justice of the European Union, which was registered in October 1990, is considered to be a register of cooperatives within the meaning of this Act and of the Law on the Procedure in Family Matters and in the matters of voluntary The effectiveness of entries in these registers shall not be affected by the fact that these entries shall be entered before the entry into force of the Register Procedure Acceleration Act of 20 December 1993 (BGBl. 2182) were carried out by the managing authority on 25 December 1993. Unofficial table of contents

Section 156 Announcement of entries

(1) § 8 (1) and § § 8a, 9 and 11 of the Commercial Code are applied to the cooperative register. A court notice of entries takes place only in accordance with § § 12, 16 Abs. 5, § 28 sentence 3, § 42 para. 1 sentence 3, § 51 para. 5 as well as in the cases of § 22 para. 1, § 22a para. 1, § 82 para. 1 and § 97. § 10 of the Commercial Code shall be applied accordingly. (2) Unless otherwise specified, the entries shall be published in accordance with their full content. Unofficial table of contents

Section 157 Registrations on the register of cooperatives

The registration to the cooperative register, which is regulated in § 11 para. 1, is by all members of the Executive Board, the other registrations to be made under this Act are electronically certified by the Board of Directors or the liquidators. Form. Unofficial table of contents

Section 158 Non-appearance of an announcement sheet

(1) In the case of the notices of a cooperative in its statutes, a public sheet which does not appear temporarily or permanently shall be determined by the statutes up to the reappearance of the leaf or any other provision of the association. Notices take place in the non-appearing sheet in one of the sheets in which the entries are made known in the register of cooperatives. (2) The register court only makes the entries in the register of cooperatives in the register of the register. The Federal Gazette, known for the publication of the convocation of the The General Assembly, in which, within the meaning of paragraph 1, the Articles of Association shall be amended to designate at least one public sheet at the request of the Executive Board or any other person authorized to convene in accordance with the Statute or in this Act. Unofficial table of contents

§ 159 (omitted)

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Section 160 Forced monetary procedures

(1) The members of the Board of Management are to be held by the Register Court for the purpose of determining the regulations contained in § § 14, 25a, 28, 30, 32, 57 (1), § 59 (1), § 78 (2), § 79 (2) by the establishment of penalty payments. In the same way, the members of the Executive Board and the liquidators are to comply with the provisions of § 33 (1) sentence 2, § 42 (1) in conjunction with Section 53 of the German Commercial Code, § § 47, 48 (3) and 4 sentence 4, § 51 (4) and (5), § 56 (2), § 84, 85 (2), § 89 of this Act as well as the members of the Executive Board and the Supervisory Board and the liquidators to ensure that the Cooperative no longer than three months without prejudice to Section 9 (1) sentence 2 or is without a quorum. The individual penalty payment may not exceed the amount of five thousand euros. (2) The procedure shall be governed by the provisions applicable to the enforcement of the applications to the commercial register arranged in the Commercial Code. Unofficial table of contents

Section 161 Regulation empowerment

(1) The national governments may, by means of a legal regulation, determine that applications and all or individual documents can also be submitted in paper form to the cooperative register by 31 December 2009. In so far as a legal regulation is adopted in accordance with the first sentence, the provisions relating to the notification and the filing of documents relating to the register of cooperatives shall apply in their up to the date of entry into force of the Law on Electronic Commerce Register and The Register of Cooperatives and the Business Register of 10 November 2006 (BGBl. 2553), as amended on 1 January 2007. The national governments may, by means of a legal regulation, transfer the authorization pursuant to sentence 1 to the Land Justice Administrations. (2) Die on the basis of § § 14 and 14a in the until the entry into force of the Act on Electronic Commerce Register and The Register of Cooperatives and the Business Register on 1 January 2007, as amended by the Court of First Instance for the branch of the cooperative, shall be concluded on 1 January 2007 and shall at the same time be: The following shall be entered on the register for the following: 'The entries shall be made on the register sheet:' This branch shall only be held in the court of the seat as from 1 January 2007. " On the register of the Court of the seat, on 1 January 2007, the Office shall, on its own initiative, delete the reference to the registration in the Court of First Instance at the place of the branch. Unofficial table of contents

Section 162 Transitional provision for housing companies

On 31 December 1989, as a non-profit housing undertaking or as an institution of public housing policy, undertakings which are not registered cooperatives shall remain members of the examination association to which they are responsible at that time. . Unofficial table of contents

§ 163 (omitted)

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Section 164 Transitional arrangements for the limitation of the annual financial statements

Section 53 (2), first sentence, as amended on 18 August 2006, applies for the first time to the audit of the annual accounts for a financial year ending on 31 December 2006 at the earliest. Unofficial table of contents

Section 165 Transitional provision on the Euro-balance sheet law

(1) Section 63e (1) shall apply with the proviso that the first quality control of an examination association must have been carried out no later than 31 December 2005. (2) By way of derogation from § 63f (2) sentence 1, no. 3, it may be possible to do so by the end of the 31 December 2005. No quality control has been carried out in December 2002, even if quality control has not yet been carried out; in this case, the registration must be limited until 31 December 2005. Unofficial table of contents

Section 166 Transitional regulation on the law on professional supervision reform

(1) An examination body issued before 6 September 2007 with a certificate of participation in quality control may apply for an extension of the certificate of participation to a total of six years, unless it is not § 63e (1) sentence 2. (2) If the certificate of participation has been fixed for a period of six years, an examination board which has been named in the case of a cooperative, one of the first sentence of the first sentence of Article 25 (1) of the Introductory Act to the Commercial Code, has been issued. A company or a company referred to in Article 25 (1), first sentence, point 2 of the introductory act Companies listed in the Commercial Code, which take up an organized market within the meaning of section 2 (5) of the German Securities Trading Act (Wertpapierhandelsgesetz), more than three years after issue of the certificate of participation, a quality control system The examination shall carry out a quality control within six months of the date of acceptance of the examination order. Unofficial table of contents

Section 167 Transitional provision on the Accounting Law Modernisation Act

(1) § 36 (4) and § 38 (1a) sentence 2 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 the Audit Committee have been appointed before 29 May 2009. (2) § 53 (3) in the version of the Accounting Law Modernisation Act of 25 May 2009 (BGBl. 1102) shall be applied for the first time as from 1 January 2010. Unofficial table of contents

Section 168 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 § 9 (3) sentences 1 and 3 as well as the first and third sentences of paragraph 4 shall be carried out for the first time by 30 September 2015. The period to be determined for the first time in accordance with the third sentence of Article 9 (3) and (4), third sentence, shall not last longer than 30 June 2017.