Advanced Search

Law on the transformation of Deutsche Bundespost's companies into the legal form of the stock corporation

Original Language Title: Gesetz zur Umwandlung der Unternehmen der Deutschen Bundespost in die Rechtsform der Aktiengesellschaft

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.

Law for the transformation of the companies of the Deutsche Bundespost into the legal form of the stock corporation (Postconvertible Law-PostUmwG)

Unofficial table of contents

PostUmwG

Date of completion: 14.09.1994

Full quote:

" Postconversion Act of 14 September 1994 (BGBl. 2325, 2339), as last amended by Article 15 (103) of the Law of 5 February 2009 (BGBl I). 160) has been amended "

Status: Last amended by Art. 15 para. 103 G v. 5.2.2009 I 160

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 1.1.1995 + + +) 

The G was decided on as Article 3 G 900-10 v. 14.9.1994 I 2325 (PTNeuOG) by the Bundestag with the approval of the Bundesrat. It's gem. Article 15 (1) of this Act entered into force on 1 January 1995. Unofficial table of contents

Content Summary

§ 1 Construction of joint stock companies by conversion
§ 2 Succession, transfer of assets and liability
§ 3 Shares
§ 4 Opening balances
§ 5 Review for Book Values
§ 6 Evaluation of traffic values
§ 7 Settlement Of Claims Settlement
§ 8 Balance-sheet approach of overdue commitments
§ 9 Executive Board and Supervisory Board
§ 10 Tax and fee waiving
§ 11 Substitutes
§ 12 General ledgings
§ 13 Asset allocation
§ 14 Relationship to the asset allocation law
§ 15 Transitional provisions
§ 16 Transfer rule
Annexes to § 11 (2)
-Articles of Association of Deutsche Post AG
-Articles of Association of Deutsche Postbank AG
-Articles of Association of Deutsche Telekom AG
Unofficial table of contents

§ 1 Establishment of joint stock companies by conversion

(1) Companies of the Deutsche Bundespost are converted into public limited liability companies. (2) The following names are given to the public limited liability companies:
-Deutsche Post AG,

-Deutsche Postbank AG,-Deutsche Telekom AG.
A different name may be given by the statutes of the public limited liability companies. (3) Unless otherwise stated in the following provisions, the first and second parts of the First Book of the First Book of the Company are to be found on the basis of the formation of the joint stock companies. German Stock Corporation Act. Unofficial table of contents

§ 2 Legal succession, transfer of assets and liability

(1) The stock companies are legal successor of the special assets Deutsche Bundespost; insofar as no other settlement is made, the subsonic assets Deutsche Bundespost POSTDIENST shall be sent to Deutsche Post AG, the subsonic assets Deutsche Bundespost POSTBANK on Deutsche Postbank AG and subsonic assets Deutsche Bundespost TELEKOM on Deutsche Telekom AG. Where a division has not been made, the use shall be decisive. The transfer shall take place on the date of the registration of the joint stock companies in the commercial register. The transfer of ownership shall be subject to the transfer of assets of the special assets Deutsche Bundespost to the Bundesanstalt für Post und Telekommunikation Deutsche Bundespost (Bundesanstalt für Post und Telekommunikation Deutsche Bundespost) in accordance with the respective law on the establishment of the Federal Post Office, the Swiss Post Office and Deutsche Telekom and the Museum Foundation Post and Telecommunications. Insofar as properties (land, equal rights and limited rights) of the special assets Deutsche Bundespost are jointly used by two public limited companies at the time of the entry into force of this law, the Ownership of it on the legal entity which emerges from the predominant user. Different agreements are permitted. A property of the special assets which, upon the entry into force of this Act, serves, in whole or in part, tasks of the Federal Ministry of Post and Telecommunications or its subordinated authorities, shall, unless otherwise agreed between users has been struck between users at that point in general federal assets. The transfer of law also covers limited rights which are granted to the German Federal Post in person. Pending the finding of the new owner, the traffic safety obligations and the public service burdens in the external relations shall be the legal successor of the person who has carried it up to date; after the new owner has been established, the latter shall be for the replacement of expenses in accordance with the principles of the management without a mandate. (2) In the case of credit liabilities relating to the special assets as a whole, the former debtor shall be replaced by Deutsche Telekom AG. from the date of the registration of this public limited company in the Trade register. It is subject to a claim for recourse against Deutsche Post AG and Deutsche Postbank AG to the extent that their legal claims were attributable to these credit liabilities. (3) In the case of liabilities of the subsonic assets, the (4) The Federal Government bears the guarantee for the fulfilment of the date of the registration of the three public limited liability companies in the Commercial registers of existing liabilities as referred to in paragraphs 2 and 3. The liabilities referred to in paragraph 2 may continue to be managed in accordance with the principles applicable to the administration of the general federal debt by the body responsible for the Bundesschuldbuch, in accordance with the principles applicable to the administration of the general federal debt. Liabilities as referred to in paragraph 2 shall be the same as those of the Federal Republic of Germany; the authority responsible for the Bundesschuldbuch may not, until now, be transferred to the administration by its managed liabilities in accordance with paragraph 2. In the case of savings deposits, the guarantee shall end at the latest after the expiry of a period of five years from the date of the registration of the public limited liability companies in the commercial register. (5) liabilities as referred to in the first sentence of paragraph 4 shall also be deemed to be the mündelsafe Claims within the meaning of § 1807 (1) (3) of the Civil Code if they are entered in the Bundesschuldbuch (Federal School Book). Unofficial table of contents

§ 3 Shares

(1) In the case of the formation of the joint stock companies, the shares are to be held by the Federal Government. (2) For a period of four years after the entry into force of this law, the Federal Government holds a share of at least 25% plus one share in the company Deutsche Postbank. AG. (2a) The Federal Government may give up the majority of the capital of Deutsche Post AG. (3) In the event of a capital increase, new shares may also be issued to employees of the respective public limited liability company with the consent of the Supervisory Board; § 186 (3) Sentence 1 of the German Stock Corporation Act shall not apply to this extent. Unofficial table of contents

§ 4 Opening balances

(1) The commercial opening balance sheets of the public limited companies are to be drawn up in accordance with the date of incorporation of the economic activity. (2) The operating assets of the stock companies shall be made with the carrying amount of the book value in accordance with § 5 or with the traffic value according to § 6. Each company is entitled to an independent right to vote. (3) The values set out in the opening balance sheet shall be considered as the cost of acquisition or production, which shall be the case in the case of abuseable assets in each case over the The remaining time of use is written off. Unofficial table of contents

§ 5 Evaluation of book values

When drawing up the opening balance sheets of trade law, the approaches and assessments of the assets and liabilities are taken over from the final balance sheets of the subsonic assets to be converted into a public limited company. (book value link). The provisions of the commercial law shall apply to the establishment of the final balance sheets of the subsonic assets and the opening balance sheets of the public limited liability companies. Unofficial table of contents

§ 6 Evaluation of traffic values

(1) For the evaluation of land, buildings and other installations as well as stocks, no more than the traffic value according to § § 7, 9, 10 and 12 of the D-market balance law is to be set at the closing date of the opening balance sheet. (2) The remaining assets (3) In the case of Deutsche Postbank AG, paragraph 1 shall apply subject to the condition that claims and securities, including those of the German Postbank, shall be subject to the provisions of the following: Holdings may be re-evaluated. Unofficial table of contents

§ 7 settlement of claims settlement

The losses received in the balance sheet as of 31 December 1994 in accordance with Section 37 (3) of the Postal Constitution Act, including an annual surplus or an annual error of 1994 from the Deutsche Bundespost POSTDIENST and the Deutsche Bundespost (German Federal Post) Bundespost POSTBANK will not be taken over in the opening balance sheets of the corresponding stock companies. At the closing date of the opening balance sheet, Deutsche Telekom AG's credit transfer claims to Deutsche Post AG and Deutsche Postbank AG arising from the credit transfer pursuant to section 2 (2) of Deutsche Post AG and Deutsche Postbank AG shall be extinguised in the respective amount of the losses from the first sentence of the first sentence. In the case of losses from the first sentence, which are greater than the credit transfers in accordance with § 2 para. 2, the difference shall not be claimed as a compensation claim against Deutsche Telekom AG. Unofficial table of contents

Section 8 Balance sheet approach of overdue commitments

In accordance with § 2 (3) and § 14 (4) of the Postal Personal Rights Act as well as from claims of the pension recipients in accordance with § 80 of the Federal Civil Service Act (Bundesbeamtengesetz) on December 31, 1994 and the above obligations pursuant to § 80 (4) of the German Federal Civil Service Act (Bundesbeamtengesetz). Federal Officials Act (Bundesbeamtengesetz) is subject to Article 28 of the Introductory Act to the Commercial Code with the proviso that the date of 1 January 1987 shall be replaced by the date of 1 January 1990 and the date of the 31 January 1987 deadline. 1 December 1986, the date of 31 December 1989. Unofficial table of contents

§ 9 Board of Management and Supervisory Board

(1) In the case of the joint stock companies, boards of directors and supervisory boards shall be formed in accordance with the first and second sections of the fourth part of the First Book of the German Stock Corporation Act, unless otherwise specified below. (2) In the election of the Representatives of the employees for the supervisory boards are also eligible and eligible for the civil servants employed by the public limited companies. They are considered to be employees. To the extent that the Codetermination Act and the electoral regulations adopted thereto distinguish between workers, employees and senior executives, the officials are to be assigned to these groups according to their respective employment. Unofficial table of contents

§ 10 Tax and Fee exemption

(1) The public limited liability companies are exempt from tax obligations which would arise in the conversion of the partial special assets. (2) For the official acts in connection with the enforcement of this law, the court costs shall be after the first part of the cost system. Notary fees are also to be reduced in favour of the previous subsonic assets and the stock companies according to § 144 of the Code of Costs. Unofficial table of contents

§ 11 Statutes

(1) The legal relationships of the joint stock companies are determined by the statutes within the scope of this law. (2) The statutes are determined in the appendix to this law. (3) The amount of the basic capital shown in § 5 (1) of the Statutes the public limited liability companies will be reviewed and, if necessary, adjusted by the Federal Ministry of Post and Telecommunications at the time of registration of the companies. Changes are to be published in the Bundesgesetzblatt. Section 23 (1), first sentence, of the German Stock Corporation Act does not apply to the registration of the public limited liability companies. (4) Changes in the statutes are made in accordance with the provisions of the German Stock Corporation Act. Unofficial table of contents

§ 12 Basic Accounting

(1) In order to prove the transfer of rights in accordance with § 2 para. 1, a declaration of property is required and sufficient for the basic buchamp. The declaration of property must indicate the property, the same or the limited rights in rem in the form of a basic book. It shall be submitted by the new owner and shall be subject to confirmation by a representative of the Federal Ministry of Finance, who shall not be a staff member of the Federal Ministry of Finance, in the case of the companies of the Deutsche Bundespost, which have been converted in accordance with § 1. . The confirmation must be signed and provided with a service seal. In case of machine processing, a signature is not necessary if the confirmation of the imprint "This confirmation is machine-created and effective without signature" is included. In this case, the seal may also be contained in a form or be applied mechanically in the case of the expression. A certificate of safety according to § 22 of the German Basic Law Tax Act is not required. (2) At the request of the competent authority of the federal government in the business area of the Federal Ministry of Finance and the successor companies of the Germans Swiss Post at the request of the representative, the Land Registry shall rectify the land register. Fees and costs will not be charged for this. (3) The declaration of love can also be issued and confirmed in the form of a list. Their confirmation definitively assigns the asset between the new legal entities. Courts cannot be called against this confirmation by the new legal entities. The declaration of property is without prejudice to the private rights of third parties and claims in accordance with the law on property or restitution (Section 11 (1) sentence 1 of the Property Association Act) as well as the Housing Cooperative Property Act. Unofficial table of contents

Section 13 Asset allocation

(1) Insofar as the Federal Office of Postal Law, the Postal Social Insurance Organization Act or the Law on the Establishment of a Museum Foundation Post and Telecommunications, the transfer of objects of the assets referred to in § 2 para. 1 shall be determined , it shall be made by a decision of the Federal Ministry of Finance or the authority appointed by the Federal Ministry of Finance (notice of assignment). A transfer decision can also be used to determine the transfer of the law pursuant to § 2 (1). In the case of a shared property, the competent authority may, in addition to determining the transfer of property, also take account of rights and liabilities in rem and liabilities, in addition to the determination of the transfer of ownership Where this is appropriate in order to ensure that the tasks are carried out, economic aspects shall be justified between the parties concerned. In so far as the parties agree, an agreement shall be reached in accordance with this agreement, which shall mean the right to be used in the form of a basic book. This leaves private rights of third parties and claims under the law on property or restitution (Section 11 (1) sentence 1 of the Property Assignment Act) as well as Article 22 (4) of the Agreement, Section 1a (4) of the Law on the Asset Allocation Act and the Act of Law Housing cooperative wealth law is unaffected. (2) A split or allocation plan can be attached to the decision. Section 2 (2a) to (2c) of the Law on the Asset Allocation Act shall apply mutagenously to these plans and their effects. (3) The land register shall be corrected at the request of the authority which issued the communication. Fees and costs shall not be charged for this purpose. (4) The communication shall be final between the legal entities resulting from the special assets of Deutsche Bundespost. Courts cannot be called upon by the courts against the decision. Unofficial table of contents

Section 14 Relationship with the law on wealth allocation

(1) In the area referred to in Article 3 of the agreement, the declaration of property by the Federal Government may be issued only and only confirmed with the successor companies of the Deutsche Bundespost and an assignment notice shall be issued only if the Chief Financial President, in whose territory the asset is wholly or primarily located, has been informed by the Federal Government or the Representative of the Federal Ministry of Finance that the submission of a declaration of property or its confirmation for intends to have one or more assets to be recorded in the land register , and a waiting period of four weeks has elapsed. The Chief Financial President shall submit a reservation against the submission of the declaration of property or her confirmation if he has an assignment procedure pending. (2) If the President of the High Finance President has reservations, this is in the declaration of rection and to make the notification of the assignment recognizable. If the Federal Government or the representative of the Federal Ministry of Finance asks for the correction of the basic book, the land register shall be corrected and a contradiction shall be entered against this corrigendum. The objection will be deleted if the reservation is withdrawn. (3) A municipality or a housing cooperative with the Federal Ministry of Finance or a successor company of the Deutsche Bundespost (Deutsche Bundespost) to submit a request for A request to the land registry may not be made. In these cases, the legal entity resulting from the declaration of property or the statement of assignment shall be involved in the determination of the ownership of the assignment. (4) The allocation of assets which are defined in accordance with § 19 of the Asset allocation law, contrary to the principles of an orderly postal economy, is carried out according to the law on wealth allocation. Unofficial table of contents

Section 15 Transitional provisions

(1) In accordance with § 19 of the Postal Personal Rights Act, the public limited liability companies are headed by the management board of the former companies of the Deutsche Bundespost (German Federal Post Office). The appointment of members of the Management Board pursuant to § 84 of the German Stock Corporation Act may only take place as soon as the representatives of the employees belong to the supervisory boards. (2) The Federal Ministry of Postal and Telecommunications shall notify the companies for registration. in the Commercial Register. (3) The respective subsonic assets are liable for legal acts which are carried out prior to the registration of the joint stock companies. (4) For the foundation examination in accordance with § 33 (2) of the German Stock Corporation Act, the following shall be: The Federal Ministry of Postal and Telecommunications ordered. A public call for tenders shall not take place. Unofficial table of contents

§ 16 Directive

(1) Insofar as no other arrangement exists or is taken, the rights and obligations, powers and responsibilities of the companies of the Deutsche Bundespost shall be based on the provisions of the provisions of this Regulation until otherwise provided for by the provisions of this Regulation. the respective successor companies. Rights and obligations, powers and responsibilities established by means of a legal regulation may be amended by means of a regulation, other provisions in the procedure to which they are entitled by the competent authority. (2) In addition, , all other provisions in which the former Deutsche Bundespost or its undertakings are mentioned shall be subject to the proviso that the successor companies of the undertakings of the Deutsche Bundespost shall be replaced by the relevant successor companies in the The Federal Ministry of Economics and Technology (BMI) and work is authorized by legal regulation without the consent of the Bundesrat in laws and legal regulations the designation Deutsche Bundespost POSTDIENST by Deutsche Post AG, the designation Deutsche Bundespost POSTBANK by Deutsche Post Postbank AG and the name Deutsche Bundespost TELEKOM to be replaced by Deutsche Telekom AG. Unofficial table of contents

Annex to § 11 (2)

Statutes of Deutsche Post AG (s. PostAGSa)
Statutes of Deutsche Postbank AG (s. PostbAGSa)
Statutes of Deutsche Telekom AG (see TelekAGSa)