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Law on the division of enterprises managed by the Treuhandanstalt

Original Language Title: Gesetz über die Spaltung der von der Treuhandanstalt verwalteten Unternehmen

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Law on the splitting of companies administered by the Treuhandanstalt (SpTrUG)

Unofficial table of contents

SpTrUG

Date of completion: 05.04.1991

Full quote:

" Act concerning the division of the companies administered by the Treuhandanstalt on 5 April 1991 (BGBl. 854), as last amended by Article 8 (9) of the Law of 4 December 2004 (BGBl I). I p. 3166).

Status: Last amended by Art. 8 (9) G v. 4.12.2004 I 3166

For more details, please refer to the menu under Notes

Footnote

(+ + + Text certificate: 12.4.1991 + + +) 

Unofficial table of contents

§ 1 Posability of division

A limited liability company (limited liability company, limited liability company, limited liability company, public limited liability company), all shares or shares of which are directly or indirectly in the hands of the company. of the Treuhandanstalt, their assets can be divided according to this law. The division is possible
1.
in the form of a spin-off for re-establishment, without the liquidation of the company being transferred, by the simultaneous transfer of its assets as a whole to other new capital companies established thereby, or
2.
in the form of a spin-off for the re-establishment of the company, the transfer of a part or several parts of the assets of that company as a whole to one or more of the new capital companies established as a whole by the transfer of a part or or capital companies
against the granting of business shares or shares of the new capital companies to the Treuhandanstalt or in the case of indirect ownership of business shares to the company in whose hand the business shares of the transferor A limited liability company. Unofficial table of contents

§ 2 gap plan

(1) The representative body of the transferring company shall draw up a division plan. It shall contain at least the following information:
1.
the firm and the seat of the transferring companies and the companies resulting from the division;
2.
the declaration of the transfer of the shares of the assets of the transferring company as a whole against the granting of shares (business shares or shares) of the new companies;
3.
the exchange ratio of the shares and, where applicable, the amount of a cash surcharge which may not exceed ten per cent of the total nominal amount of the new shares granted;
4.
the details of the transfer of the shares of the new companies;
5.
the date on which such shares are entitled to a share in the balance sheet profit, and all the particularities in relation to that claim;
6.
the date from which the acts of the transferring company are deemed to be carried out on behalf of the new companies;
7.
the rights granted by the new companies to individual shareholders or shareholders and to the holders of special rights such as shares without voting rights, preferred shares, multi-voting shares, debt securities and the rights of the property, and those for which Persons provided for;
8.
any particular advantage granted to a member of a representative body or of a supervisory body of the companies involved in the division or of a statutory auditor;
9.
the precise description and distribution of assets and liabilities transferred to each of the new companies; insofar as the transfer of goods in the case of individual succession is subject to the general rules A special type of designation is to be applied in this case as well; in the case of land, § 28 of the basic book order must be observed; otherwise, documents such as balance sheets and inventories can be referred to, the content of which is a the allocation of the individual item;
10.
the exact description of the merging companies and parts of the operation and their allocation to the new companies, indicating the conditions of employment to which these companies are based.
(2) The division plan must be notarized. (3) The division plan must be submitted to the commercial register. The Register Court shall, by means of the Federal Gazette and by at least one other sheet, have an indication of this submission at least one month before the date of the Shareholders ' or General Meeting in which the split is to be decided. (4) The division plan shall be forwarded simultaneously to the relevant works council. Unofficial table of contents

§ 3 Application of the founding law

The establishment of any new company shall be subject to the founding rules applicable to its legal form, unless otherwise provided for by this Act. The founders are the same as the transferring society. The liability in accordance with § 9a of the Act on companies with limited liability and in accordance with Section 46 of the German Stock Corporation Act also applies to the Treuhandanstalt as well as to the division of a company with limited liability, of which shares in the company hand of another society, this society. Unofficial table of contents

§ 4 Spission Report

(1) In the case of the splitting up of a joint stock company or a public limited company in the construction, by which one or more stock companies are to be founded, the board of directors of the transferring company has a detailed written report , in which the division, the division plan in detail, and in particular the exchange ratio of the shares, as well as the scale for their distribution, are explained and justified by legal and economic terms. It should be noted that there are particular difficulties in evaluating the companies. (2) It is not necessary to include in the report facts which are likely to be made known, one of the companies involved in the division, or one of the companies involved in the division. (3) The report shall not be required if the Treuhandanstalt declares to the Registry Court that it must waive its reimbursement. Unofficial table of contents

Section 5 Examination of division

(1) In the case of Section 4 (1), one or more independent experts appointed by the Board of Directors of the transferring company shall examine the division plan and draw up a written report. The audit report shall be concluded by means of a statement as to whether the proposed exchange ratio of the shares and, where appropriate, the amount of the cash surcharge as a countervalue is appropriate. It shall indicate:
1.
according to which methods the proposed exchange ratio has been determined;
2.
the reasons why the application of these methods is appropriate;
3.
which exchange ratio would result from the use of different methods, if several were applied, at the same time; at the same time, the weight of the various methods used in the determination of the proposed method the exchange ratio or the equivalent and the underlying values, and the particular difficulties encountered in the evaluation of the undertakings.
(2) § 4 (2) and (3) shall apply accordingly. Unofficial table of contents

Section 6 Preparation of decision-making

In the case of Section 4 (1), the Management Board of the transferring company shall make available the following documents at least one month before the day of the Annual General Meeting of the Treuhandanstalt:
1.
the fission plan;
2.
the D-mark opening balance and, where applicable, the annual accounts drawn up after 1 July 1990 and the management reports of the transferring company for the last three financial years;
3.
if the last annual accounts relate to a financial year which has expired more than six months before the division plan was drawn up, a balance sheet shall be drawn up on a date not preceding the first day of the third month following the end of the year. or the establishment (interim balance), unless the Treuhandanstalt does not do so;
4.
where appropriate, the reports pursuant to § 4 or § 5.
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§ 7 Spission Decision

(1) The division shall only be effective if the shareholders or shareholders of the transferring company agree to it by decision. The decision shall be notarized. (2) The representative body of the transferring company shall have the Treuhandanstalt before the decision on any substantial change in the assets of that company, which shall be between the establishment of the The splitting plan and the date of the decision-making process must be notified. Unofficial table of contents

§ 8 Registration and registration of the new companies

(1) The representative body of the transferring company shall notify any new company in the court in whose district it is intended to have its registered office to be entered in the commercial register. It also has to notify the above division for registration in the commercial register of the registered office of the transferring company. (2) The new companies may not be entered until the notice referred to in the second sentence of paragraph 1 has been registered. The entry in the commercial register of the registered office of each new company shall be marked by the fact that it shall take effect only when the division in the commercial register of the registered office of the transferring company is registered. Unofficial table of contents

§ 9 Registration and registration of division

(1) The representative body of the transferring company shall notify the division for registration in the commercial register of the registered office of the transferring company. The division may not be registered until the new companies have been registered. (2) The court of the registered office of each new company has the date of registration of the registered office of the transferring company on its own account. to communicate with new society. After receipt of the communications for all new companies, the court of the registered office of the transferring company shall enter the division and shall inform the court of the seat of each new company on its own account of the date of the registration. and send him a trade register excerpt. The date of the registration of the division shall be entered in the trade registers of the registered office of each new company on its own account; notices of registration of the new companies provided for by law shall not be allowed until thereafter. (3) the declaration of secession for the registration in the commercial register of the registered office of the transferring company shall also state that the conditions laid down by law and the social contract or the articles of association for the purpose of registration are to be declared in the register of the registered office of the Establishment of this company, taking into account the secession at the time of the Registration is available. Unofficial table of contents

§ 10 Effects of registration

(1) The registration of the division into the commercial register of the registered office of the transferring company shall have the following effects:
1.
The assets of the transferring company, in the event of secession of the split part or the divided parts of the assets, including the liabilities, shall be taken as a whole in accordance with the breakdown provided for in the division plan to the new company or to the new societies.
2.
In the case of secession, the transferring company shall not be taken up. There is no need for special deletion.
3.
The shareholders or shareholders of the transferring company shall be members or shareholders of the new companies in accordance with the allocation plan provided for in the division plan. The rights of third parties in the shares of the transferring company shall continue to exist in the shares of the new companies which are to be replaced.
4.
The lack of the notarial assessment of the fission plan is healed.
(2) Defects of the division are without prejudice to the effects of the registration in accordance with paragraph 1. (3) In the event of a split-up, an object in the division plan has not been allocated to any of the new companies and the allocation cannot be determined by interpretation. , the subject-matter shall be determined in relation to all new companies in the ratio resulting from the plan for the allocation of the surplus of the assets side of the final balance sheet of the transferring company over its liabilities side; is a Allocation of the object to several companies is not possible, its equivalent in the shall be distributed. If a liability in the division plan has not been assigned to any of the new companies and the allocation cannot be determined by interpretation, the companies involved in the division shall be liable as total debtors. A liability of these companies does not occur in so far as the Treuhandanstalt has declared to the Registry Court at the registered office of the transferring company to stand for the performance of liabilities. Unofficial table of contents

Section 11 Protection of creditors and holders of special rights

(1) For the liabilities of the transferring company, the companies involved in the division are liable as total debtors up to the amount that the creditors would have received if the division had not been carried out. The creditors of the transferring company shall, within six months of the date of publication of the registration of the division into the commercial register of the registered office of that company, register for this purpose, to the extent that they: can not demand satisfaction. The creditors shall be informed in the notice of registration of this right. The right does not apply to creditors who, in the case of insolvency proceedings, have a right to preferably satisfaction from a cover mass, which is established according to the statutory provision for their protection and is state-supervised. (2) The holders of rights in a transferring company which do not grant voting rights, in particular the holders of shares without the right to vote, convertible bonds, debentures of profit or loss of profit or loss of profit and of the rights of the property, equal rights shall be granted in one of the new companies, in so far as this cannot be done by reorganising the rights to date in the company which is to be transferred. For the fulfilment of this obligation, the companies involved in the division are liable as total debtors. Unofficial table of contents

§ 12 Healing of inefficient single transfers, liability for legacy liabilities

(1) Should the assets or part of the assets of a legal entity, the former an economic unit within the meaning of Article 1 (1) of the Regulation on the conversion of fully-owned combinates, enterprises and institutions in corporations of the first subparagraph of 1. March 1990 (GBl. 107) or § 1 (4) of the Treuhand Act of 17 June 1990 (GBl. 300), or the assets accruing to such a legal entity pursuant to Article 11 (2) sentence 2 or section 23 of the Treuhand Act, or part of that assets, before the date of entry into force of this Act by way of real division, in each case as As a whole, the transition to one or more new capital companies has not become effective and the transition has not become effective because a legal basis for such a transfer of assets is lacking, resulting in deficiencies in the transfer of rights of the Individual items with the registration of the new capital company in the commercial register Healed. A certificate issued by the Treuhandanstalt is sufficient to prove the transfer of rights to the Land Registry Office or the ship's registration court; the certificate must be described in accordance with § 28 of the Basic Regulations. (2) For the Fulfilment of the liabilities of the legal entity which arose prior to the registration of a capital company founded in accordance with paragraph 1 shall be liable to all legal entities and new capital companies involved in the transaction as total debtors. The liability does not enter into force in so far as the Treuhandanstalt has declared to the Registry Court at the seat of the transferable legal entity to stand for the performance of liabilities. Unofficial table of contents

Section 13 Transitional mandate of the works council in the event of separation of operations

(1) If the division of the company results in the division of a holding, its works council shall remain in office and shall continue to conduct the business for the operating parts assigned to it so far, insofar as they are higher than those of Section 1 of the German Works Constitution Act (Betriebsverfassungsgesetz) , and shall not be incorporated into a holding in which an operating council exists. The transitional mandate ends as soon as a new works council is elected in the parts of the company and the result of the election is announced, but at the latest three months after the division of the company becomes effective. (2) Operating parts that have so far been The transitional mandate shall be taken by the works council, which has been allocated the largest part of the holding in accordance with the number of persons entitled to vote, to one holding. (3) If the companies involved in the division are in competition with each other, the provisions relating to the cases referred to in paragraphs 1 and 2 shall be laid down in the cases referred to in paragraph 1. Do not apply the rights of participation of the works council to the extent that they relate to matters which may affect competition between these companies. Unofficial table of contents

Section 14 secession of businesses or parts of businesses

The management or the works council of a holding or part of a capital company within the meaning of § 1 may require the representative body of that company to remove the holding or part of the holding from the Treuhandanstalt. in order to set up a company with limited liability or a public limited company in accordance with the provisions of this Act, issue a draft division plan in accordance with § 2 and, if necessary, the Treuhandanstalt (Treuhandanstalt) to acquire the Offers business shares or shares against an appropriate fee. The representative body shall comply with the request within one month. Unofficial table of contents

Section 15 Criminal Code

(1) A custodial sentence of up to three years or a fine shall be punished for who, as a member of a representative body, as a member of a supervisory board, or as a liquidate of a transferring company in the division
1.
the conditions of the company, including its relations with associated companies, in the fission report, in representations or overviews of the asset, in presentations or information in the assembly of the shareholders, inaccurate Reproduces or disguised if the deed is not punishable by penalty in Section 331 (1) or (1a) of the Commercial Code, or
2.
in declarations or evidence which, in accordance with the provisions of this law, are to be given to a division auditor, does not give rise to information or renders the relationships of the company, including its relations with related undertakings, incorrect or veiled.
(2) Likewise, it shall be punished who as managing director of a limited liability company, a limited liability company, as a member of the executive board of a public limited company, a public limited company in the construction or as a Unwinder of such a company in a declaration pursuant to section 9 (3) on the coverage of the capital stock or share capital of the transferring company makes false claims. Unofficial table of contents

§ 16

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§ 16a Application to the legal successor

To the extent that all shares or shares of a capital company have been transferred to a successor in accordance with Section 23a (1) and (2) of the Treuhand Act, the Company shall replace the Treuhandanstalt. Unofficial table of contents

Section 17 Entry into force

This Act shall enter into force on the day after the announcement.