Transformation Act (UmwG)

Unofficial table of contents

UmwG

Date of completion: 28.10.1994

Full quote:

" The Law of Conversion of 28. October 1994 (BGBl. I p. 3210; 1995 I p. 428), which is provided by Article 22 of the Law of 24 April 2015 (BGBl. 642).

Status:	Last amended by Art. 2 Abs. 32 G v. 1.4.2015 I 434
Note:	Amendment by Art. 22 G v. 24.4.2015 I 642 (No 17) in the form of a text, documentary evidence not yet concludedly processed

For more details, please refer to the menu under Notes
This Act, in so far as it contains provisions on conversions involving public limited liability companies, serves to implement the following directives of the European Community:

1.

Article 13 of the Second Council Directive (77/91/EEC) of 13 December 1976 on the coordination of safeguards which, in the interests of the members of companies within the meaning of Article 58 (2) of the Treaty, in the Member States, and Third parties are required to establish the public limited liability company and to maintain and modify their capital in order to make these provisions equivalent (OJ L 327, 31.12.2002, p. EC No L 26 p. 1 of 31 January 1977);

2.

Third Council Directive (78/855/EEC) of 9. October 1978 pursuant to Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies (OJ L 327, 31.12.1978, p EC No OJ L 295, p. 36. October 1978);

3.

Sixth Council Directive (82/891/EEC) of 17 December 1982 pursuant to Article 54 (3) (g) of the Treaty concerning the division of public limited liability companies (OJ L 327, 31.12.1982, p. EC No OJ No L 378 p. 47 of 31 December 1982).

Footnote

(+ + + Text evidence from: 1.1.1995 + + +) 
(+ + + For application cf.  § 321 + + +) 
(+ + + For application cf.  § § 191 (3) and  281 (3) KAGB + + +) 
(+ + + Official notes of the norm provider on EC law: 
 Implementation of the 
 EWGRL 91/77 (CELEX Nr: 377L0091) 
 EWGRL 855/78 (CELEX Nr: 378L0855) 
 EWGRL 891/82 (CELEX Nr: 382L0891) 
 Implementation of the 
 ERL 23/2001 (CELEX Nr: 301L0023)  G v. 23.3.2002 I 1163 
 Implementation of the   
 ERL 56/2005 (CELEX Nr: 305L0056)  G v. 19.4.2007 I 542 
 Implementation of the 
 ERL 109/2009 (CELEX Nr: 309L0109)  G v. 11.7.2011 I 1338 + + +) 

  

The G was decided as Article 1 G v. 28.10.1994 I 3210 (UmwBerg) of the Bundestag with the consent of the Bundesrat. It's gem. Article 20 of this Act entered into force on 1 January 1995. Unofficial table of contents

Content Summary

First book			Possibilities of conversions	§ 1
Second book			Merger	§ § 2 to 122
Part one			General provisions	§ § 2 to 38
First section			Possibility of merger	§ § 2 and 3
Second section			Merger by recording	§ § 4 to 35
Third Section			Merger by re-establishment	§ § 36 to 38
Part two			Special provisions	§ § 39 to 122
First section			Merger with the participation of partnerships	§ § 39 to 45e
First subsection			Merger with the participation of persons trading companies	§ § 39 to 45
Second subsection			Merger with the participation of partnership companies	§ § 45a to 45e
Second section			Merger involving companies with limited liability	§ § 46 to 59
First subsection			Merger by recording	§ § 46 to 55
Second subsection			Merger by re-establishment	§ § 56 to 59
Third Section			Merger with the participation of public limited companies	§ § 60 to 77
First subsection			Merger by recording	§ § 60 to 72
Second subsection			Merger by re-establishment	§ § 73 to 77
Fourth Section			Merger with the participation of limited partnerships on shares	Section 78
Fifth Section			Merger with the participation of registered cooperatives	§ § 79 to 98
First subsection			Merger by recording	§ § 79 to 95
Second subsection			Merger by re-establishment	§ § 96 to 98
Sixth Section			Merger with the participation of legally competent associations	§ § 99 to 104a
Seventh Section			Merger of cooperative examination associations	§ § 105 to 108
Eighth section			Merger of insurance associations on reciprocity	§ § 109 to 119
First subsection			Possibility of merger	§ 109
Second subsection			Merger by recording	§ § 110 to 113
Third Subsection			Merger by re-establishment	§ § 114 to 117
Fourth subsection			Merger of smaller clubs	§ § 118 and 119
Ninth Section			Merger of capital companies with the assets of a single shareholder	§ § 120 to 122
Tenth section			Cross-border mergers of capital companies	§ § 122a to 122l
Third book			Fission	§ § 123 to 173
Part one			General provisions	§ § 123 to 137
First section			Possibility of division	§ § 123 to 125
Second section			Splitting to take up	§ § 126 to 134
Third Section			Fission for re-establishment	§ § 135 to 137
Part two			Special provisions	§ § 138 to 173
First section			Fission with the participation of limited liability companies	§ § 138 to 140
Second section			Split with the participation of limited liability companies and limited partnerships	§ § 141 to 146
Third Section			Fission with the participation of registered cooperatives	§ § 147 and 148
Fourth Section			Fission with the participation of legally active associations	§ 149
Fifth Section			Splitting with the participation of cooperative examination associations	Section 150
Sixth Section			Split with the participation of insurance associations on reciprocity	Section 151
Seventh Section			Breakdown of the assets of a single businessman	§ § 152 to 160
First subsection			Possibility of outsourcing	Section 152
Second subsection			Inclusion for inclusion	§ § 153 to 157
Third Subsection			Spin-off breakdown	§ § 158 to 160
Eighth section			Breakdown of assets of legal foundations	§ § 161 to 167
Ninth Section			Breakdown of the assets of local authorities or associations of local authorities	§ § 168 to 173
Fourth book			Transfer of assets	§ § 174 to 189
Part one			Possibility of transfer of assets	§ § 174 and 175
Part two			Transfer of the assets or assets of a capital company to the public sector	§ § 176 and 177
First section			Full transmission	Section 176
Second section			Partial Transfer	Section 177
Part Three			Transfer of assets under insurance undertakings	§ § 178 to 189
First section			Transfer of the assets of a joint-stock company to mutual or public insurance insurance companies	§ § 178 and 179
First subsection			Full transmission	Section 178
Second subsection			Partial Transfer	§ 179
Second section			Transfer of the assets of an insurance association on a reciprocal basis to public limited liability companies or public-sector insurance undertakings	§ § 180 to 184
First subsection			Full transmission	§ § 180 to 183
Second subsection			Partial Transfer	Section 184
Third Section			Transfer of the assets of a smaller mutual insurance association to a public limited liability company or to a public-law insurance undertaking	§ § 185 to 187
Fourth Section			Transfer of the assets of a public-service insurance undertaking to public limited companies or mutual insurance associations	§ § 188 and 189
First subsection			Full transmission	Section 188
Second subsection			Partial Transfer	§ 189
Fifth Book			Change of shape	§ § 190 to 304
Part one			General provisions	§ § 190 to 213
Part two			Special provisions	§ § 214 to 304
First section			Change of shape of partnerships	§ § 214 to 225c
First subsection			Change of shape of partnerships	§ § 214 to 225
Second subsection			Change of shape of partnership companies	§ § 225a to 225c
Second section			Change of Exchange of Capital Companies	§ § 226 to 257
First subsection			General provisions	§ § 226 and 227
Second subsection			Change of shape into a civil society	§ § 228 to 237
Third Subsection			Change of form into a capital company of other legal form	§ § 238 to 250
Fourth subsection			Change of form in a registered cooperative	§ § 251 to 257
Third Section			Change of shape of registered cooperatives	§ § 258 to 271
Fourth Section			Formal change of legal associations	§ § 272 to 290
First subsection			General provisions	§ 272
Second subsection			Change of shape into a capital company	§ § 273 to 282
Third Subsection			Change of form in a registered cooperative	§ § 283 to 290
Fifth Section			Change of form of mutual insurance associations	§ § 291 to 300
Sixth Section			Changes in the form of bodies and institutions of public law	§ § 301 to 304
(dropped)				§ § 305 to 312
Sixth book			Criminal rules and periodic penalty payments	§ § 313 to 316
Seventh Book			Transitional and final provisions	§ § 317 to 325

First book
Possibilities of conversions

Unofficial table of contents

§ 1 Types of conversion; legal restrictions

(1) Legal entities with registered offices in Germany can be converted

1.

by merger;

2.

by division (split, secession, breakdown);

3.

by transfer of assets;

4.

by change of shape.

(2) A conversion within the meaning of paragraph 1 is only possible except in the cases governed by this Law if it is expressly provided for by another federal law or a Land law. (3) The provisions of this law may only be subject to the provisions of this Act. shall be dismissed if expressly permitted. Supplementary provisions in contracts, statutes or declarations of intent shall be admissible unless this law contains a final settlement.

Second book
Merger

Part one
General provisions

First section
Possibility of merger

Unofficial table of contents

§ 2 Types of merger

Legal entities can be merged under resolution without resolution

1.

by way of inclusion by transferring the assets of a legal entity or several entities (transferring entities) as a whole to another existing legal entity (transferring legal entities); or

2.

in the course of the re-establishment by transferring the assets of two or more entities (transferring entities) as a whole to a new legal entity established by them;

against the granting of shares or memberships of the accepting or new legal entity to the shareholders (members, partners, shareholders or members) of the transferable legal entities. Unofficial table of contents

§ 3 Merger-capable legal entities

(1) The merging parties may be involved as transmitting, accepting or new entities:

1.

Commercial companies (open trading companies, limited partnerships) and partnership companies;

2.

Capital companies (limited liability companies, limited liability companies, limited liability companies);

3.

co-registered cooperatives;

4.

Registered associations (Section 21 of the Civil Code);

5.

Cooperative audit associations;

6.

Mutual insurance associations.

(2) In addition, a merger may involve:

1.

economic associations (Article 22 of the Civil Code), insofar as they are the transfer of entities;

2.

natural persons who, as the sole shareholder of a capital company, take over their assets.

(3) In the event of a merger, a legal entity may also be involved in the merger if the continuation of such entities could be decided. (4) The merger may be carried out with the simultaneous participation of: Legal entities of the same legal form and of legal entities of different legal forms shall take place, unless otherwise specified.

Second section
Merger by recording

Unofficial table of contents

§ 4 Merger Treaty

(1) The representative bodies of the entities involved in the merger shall conclude a merger agreement. Article 311b (2) of the Civil Code does not apply to him. (2) If the contract is to be concluded in accordance with one of the decisions required under section 13, a written draft of the contract shall be drawn up before this decision. Unofficial table of contents

§ 5 Content of the merger agreement

(1) The contract or its draft shall contain at least the following information:

1.

the name or the firm and the registered office of the entities involved in the merger;

2.

the agreement on the transfer of the assets of each of the transferable legal entities as a whole against the granting of shares or memberships in the accepting entity;

3.

the exchange ratio of the shares and, where applicable, the amount of the cash payment or information on the membership of the accepting entity;

4.

the details of the transfer of the shares of the acquiring legal entity or the acquisition of membership of the acquiring legal entity;

5.

the date from which such shares or memberships are entitled to a share in the balance sheet profit, and all the particularities in relation to that claim;

6.

the date on which the acts of the transferable entities are deemed to be carried out on behalf of the accepting legal entity (the date of the merger);

7.

the rights granted to individual shareholders and to holders of special rights such as shares without the right to vote, preferred shares, multi-voting shares, debt securities and the rights of the property, or to those for such persons. measures provided for;

8.

any particular advantage of a member of a representative body or of a supervisory body of the legal entities involved in the merger, a managing partner, a partner, a statutory auditor or a merger auditor is granted;

9.

the consequences of the merger for the workers and their representations, and the measures provided for in that regard.

(2) In the case of all the shares of a transferable legal entity in the hands of the accepting entity, the information on the exchange of shares (paragraph 1 (2) to (5)) shall be deleted insofar as they relate to the inclusion of this legal entity. (3) The No later than one month before the date of the meeting of the shareholders of each of the legal entities concerned which, in accordance with Section 13 (1), is to decide on the consent to the merger agreement, the contract or its draft shall be the competent works council of this Legal carrier. Unofficial table of contents

§ 6 Form of the merger agreement

The merger contract must be notarized. Unofficial table of contents

§ 7 Termination of the merger agreement

If the merger agreement has been concluded on a condition that it has not entered into force within five years of the conclusion of the contract, any part of the contract may terminate the contract after five years of a half-year period; Merger agreement may be agreed for a shorter period of time than five years. The termination of the contract may only be issued for the end of the financial year of the legal entity to which it is declared. Unofficial table of contents

§ 8 Merger report

(1) The representative bodies of each of the entities involved in the merger shall report a detailed written report in which the merger, the merger agreement or its draft in detail, and in particular that of the merger, shall be: The exchange ratio of the shares or the information on the membership of the accepting entity as well as the amount of a cash settlement to be offered will be explained and justified in a legally and economically sound way (the merger report); the report may also be reimbursed jointly by the representative bodies. Attention should be drawn to particular difficulties in the evaluation of the legal entities and the consequences for the participation of the shareholders. Where a legal entity involved in the merger is an affiliated undertaking within the meaning of Section 15 of the German Stock Corporation Act, the report shall also provide information on all matters relating to the merits of the other related undertakings relating to the merger. to make it. Disclosure requirements of the representative bodies shall also extend to these matters. (2) The report shall not include any facts which are likely to be made known to one of the entities involved or to a related party. to inflict a non-significant disadvantage on companies. In such a case, the report shall state the reasons why the facts have not been taken up. (3) The report shall not be required if all the shareholders of all the entities involved waive their repayment or if they do not have any all shares of the transferable legal entity are in the hands of the accepting legal entity. The waiver of the waiver shall be notarized to the customer. Unofficial table of contents

Section 9 Examination of the merger

(1) As far as required by this law, the merger agreement or its draft shall be examined by one or more expert auditors (merger auditor). (2) All shares of a transferable legal entity shall be held in the hands of the (3) Section 8 (3) shall not be required to take account of the merger test referred to in paragraph 1, insofar as it concerns the inclusion of that legal entity. Unofficial table of contents

§ 10 Order of the merger auditor

(1) The merger auditor shall be selected and appointed by the court at the request of the representative body. They may be jointly appointed at the joint request of the representative bodies for a number of or all of the legal entities involved. § 318 (5) of the Commercial Code applies to the replacement of deposits and to the remuneration of examiners appointed by the court. (2) Each district court in whose district a transferring entity has its registered office is responsible for the replacement of the exposition. If the district court has formed a chamber for commercial matters, its chairman shall decide in place of the civil chamber. (3) The procedure shall be the law on the procedure in family matters and in the affairs of the volunteers. (4) The appeal shall take place against the decision of the Court of Justice. It can only be filed by filing a notice of appeal signed by a lawyer. (5) The state government may decide on the appeal by legal regulation for the districts of several Higher Regional Courts one of the Oberlandesgericht or the Supreme Regional Court, if this serves to secure a uniform case-law. The provincial government can transfer the authorization to the Land Justice Administration. Unofficial table of contents

§ 11 Position and responsibility of the merger auditor

(1) § 319 (1) to (4), § 319a (1), Section 319b (1), § 320 (1) sentence 2 and (2) of the Commercial Code shall apply mutas to the selection and the right of access of the merger auditors. As far as legal entities are concerned which do not have a duty to audit the annual accounts, the first sentence shall apply mutatily. In this connection, Section 267 (1) to (3) of the Commercial Code shall apply to the rewriting of the size classes. The right of information exists in relation to all the legal entities involved in the merger and to a group company, as well as to a dependent and a ruling company. (2) For the responsibility of the merger testers, their Gehilfen and the legal representatives of an audit company that are involved in the examination shall apply in accordance with Section 323 of the Commercial Code. The responsibility lies in relation to the legal entities involved in the merger and their shareholders. Unofficial table of contents

§ 12 Review Report

(1) The merger auditor shall report on the outcome of the examination in writing. The audit report may also be jointly reimbursed. (2) The audit report must be concluded with a statement as to whether the proposed exchange ratio of the shares, if applicable the amount of the cash payment or the membership of the audit report, shall be completed. is appropriate to the accepting entity as a countervalue. 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 or equivalent 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 determining the the proposed exchange ratio or the equivalent value and the values on which they are based, and the particular difficulties encountered in the evaluation of the entities.

(3) § 8 (2) and (3) shall apply accordingly. Unofficial table of contents

Section 13 Decisions on the merger agreement

(1) The merger agreement shall be effective only if the shareholders of the entities concerned agree to it by decision (merger decision). The decision may be taken only in a meeting of the shareholders. (2) If the transfer of the shares of a transferable entity is subject to the approval of certain individual shareholders, the merger decision shall be subject to the decision of the (3) The merger decision and the declarations of consent of individual shareholders required by this Act, including the necessary declarations of consent, not to be published Shareholders must be notarized in a notarial way. The contract or its draft shall be annexed to the Decision. At the request of the holder, the legal entity shall immediately issue a copy of the contract or its draft and the minutes of the decision to each shareholder at the expense of that shareholder. Unofficial table of contents

§ 14 Freezing and exclusion of claims against the merger decision

(1) A lawsuit against the effectiveness of a merger decision must be brought within one month of decision-making. (2) A lawsuit against the effectiveness of the merger decision of a transferring legal entity cannot be applied to it. that the exchange ratio of the shares is too low, or that the membership of the accepting entity is not a sufficient countervalue for the shares or membership of the transferring entity. Unofficial table of contents

Section 15 Improvement of the exchange ratio

(1) If the exchange ratio of the shares is too low or if the membership of the accepting legal entity is not a sufficient value for the share or membership of a transferring legal entity, then any Shareholders of this transferable legal entity, whose right to bring an action against the effectiveness of the merger decision is excluded in accordance with Section 14 (2), shall require the accepting entity to compensate for cash in cash; the payments may be made to the tenth part of the proportion of the shares granted The amount of the basic or capital stock exceeds. The appropriate surcharge shall be determined on request by the court in accordance with the provisions of the Spruches Procedure Act. (2) The cash payment shall be payable at the end of the day on which the entry of the merger into the register of the registered office of the person receiving the The legal carrier has been made known in accordance with Section 19 (3) of the Civil Code with 5 percentage points each year above the respective base interest rate in accordance with Section 247 of the Civil Code. The assertion of any further damage is not excluded. Unofficial table of contents

Section 16 Registration of the merger

1. The representative bodies of each of the entities involved in the merger shall have the merger for entry in the register (commercial register, partnership register, register of cooperatives or register of associations) of the registered office of their The legal carrier must be notified. The representative body of the accepting legal entity shall be entitled to declare the merger also for registration in the register of the registered office of each of the transferable entities. (2) In the case of the notification, the representative bodies shall declare that a Proceedings against the effectiveness of a merger decision have not been brought or have not been brought to a final date or have been legally rejected or withdrawn; the representative bodies shall also have jurisdiction in that regard in accordance with the provisions of the Notification shall be notified. If the declaration is not in place, the merger shall not be registered unless the shareholders entitled to the action have a notarial declaration of waiver to the action against the effectiveness of the merger decision. (3) The declaration referred to in the first sentence of paragraph 2 shall be the same if, following the imposition of an action against the effect of a merger decision, the Court of First Instance, at the request of the legal entity, against the merger decision of which the action is based, shall not: it has been decided by a decision that the application of the application shall not is contrary. § 247 of the German Stock Corporation Act, § § 82, 83 (1) and § 84 of the Code of Civil Procedure, as well as the provisions of the Code of Civil Procedure in force before the county courts, are to be applied in accordance with § 247 of the German Stock Corporation Act, to the extent that nothing deviating is determined. A decision as set out in the first sentence shall be taken if:

1.

the action is inadmissible or manifestly unfounded; or

2.

the plaintiff has not, within one week of notification of the application by documents, proved that he has held a pro rata amount of at least EUR 1 000 since the date of notification of the convocation; or

3.

the immediate effect of the merger shall appear as a matter of priority, since the main disadvantages described by the applicant in respect of the entities involved in the merger and their shareholders, in accordance with the free conviction of the Court of First Instance, shall be the Disadvantages for the defendant are outweighed, unless there is a particular gravity of the infringement.

The decision may, in urgent cases, be taken without oral proceedings. The decision shall be taken no later than three months after the date of submission of the application; any delay in the decision shall be justified by an indisputable decision. The facts raised on the basis of which the decision can be taken in accordance with the third sentence are to be made credible. A Senate of the Higher Regional Court, in whose district the company has its registered office, decides on the application. A transfer to the individual judge is excluded; a quality negotiation does not need to be carried out. The decision shall be indisputable. If the action is deemed to be well founded, the legal entity which has obtained the decision shall be obliged to replace the defendant with the damage resulting from the registration of the merger based on the decision; as a substitute the damage may not be required to remove the effects of the registration of the merger in the register of the registered office of the accepting legal entity.

Footnote

(+ + + § 16: For application see § 321 + + +) Unofficial table of contents

Section 17 Appendixes of the application

(1) The application shall be in the form of a copy or a publicly certified copy, or, in so far as they are not notarized, in the original or transcript of the merger contract, the minutes of the merger decisions taken after the merger. Law required declarations of consent of individual shareholders, including the declarations of consent of non-published shareholders, the merger report, the audit report or the waivers according to § 8 (3), § 9 (3), § § 8 (3) Article 12 (3), § 54 (1) sentence 3 or § 68 (1) sentence 3, a proof of the (2) The notification to the register of the registered office of each of the entities transferring the merger shall also be accompanied by a balance sheet of that legal entity; (final balance sheet). This balance sheet shall be subject to the rules on the annual balance sheet and its examination. It does not need to be made known. The register court may only register the merger if the balance sheet has been drawn up for a maximum of eight months prior to the filing date. Unofficial table of contents

§ 18 Company or name of the accepting legal entity

(1) The acquiring legal entity may continue the company of one of the transferring entities, the trading business of which it acquires through the merger, with or without the addition of an additional additive which indicates the succession ratio. (2) Is at one of the following if a legal entity involves a natural person who is not involved in the acquiring legal entity, the acquiring entity shall be entitled to the name of that person only in the case referred to in paragraph 1, or in the new if the affected shareholder or his heir (3) If a partnership company is involved in the merger, paragraphs 1 and 2 shall apply mutas to the continuation of the company or the name of the company. A company may only be continued as the name of a partnership company under the conditions of § 2 para. 1 of the Partnership Company Law. § 1 para. 3 and § 11 of the Partnership Company Law shall apply accordingly. Unofficial table of contents

Section 19 Registration and publication of the merger

1. The merger may not be entered in the register of the registered office of the accepting legal entity after it has been registered in the register of the seat of each of the transferable legal entities. The entry in the register of the registered office of each of the entities to be transferred shall be marked with the indication that the merger will not take effect until the entry in the register of the registered office of the accepting legal entity, provided that the entries in the register are in the (2) The court of the seat of the receiving legal entity shall, on its own account, have the date of registration of the merger on the grounds of the court of the seat of each of the transferable entities. . Upon receipt of the notification, the court of the seat of each of the transferable entities shall, on the grounds of the date of registration of the merger in the register of the registered office of the accepting legal entity, have entered the register of the head office of the transferor (3) The court of the registered office of each of the entities involved in the merger has in each case the court of the seat of the accepting legal entity for the purpose of storage. Registration of the amalgamation of the Office pursuant to § 10 of the Commercial Code to the full content of their content. Unofficial table of contents

§ 20 Effects of registration

(1) The registration of the merger in the register of the registered office of the accepting legal entity shall have the following effects:

1.

The assets of the transferable entities, including the liabilities, shall be transferred to the accepting entity.

2.

The transfer of the legal entities shall be deleted. There is no need for special deletion.

3.

The shareholders of the transferable entities shall be the shareholders of the acquiring legal entity, except in so far as the receiving entity or a third party acting on its own behalf, but on behalf of that legal entity, The shareholder of the transferable legal entity or the transferring entity holds own shares or a third party acting on his own behalf, but on behalf of that legal entity, whose share holder is. Rights of third parties in the shares or memberships of the transferring entities shall pass on to the shares or memberships of the accepting legal entity that are to be replaced by the entity.

4.

The lack of the notarial assessment of the merger agreement and, where applicable, the necessary consents or waivers of individual shareholders shall be healed.

(2) Defects of the merger shall be without prejudice to the effects of the registration referred to in paragraph 1. Unofficial table of contents

Section 21 Impact on mutual contracts

In the event of a merger of mutual contracts which are not fully fulfilled at the time of the merger, acceptance, delivery or similar obligations which are incompatible with one another or which are both mutually incompatible with one another shall be If it were to fulfil a serious inequity for the receiving legal entity, the scope of the obligations under equity should be determined, with appreciation of the contractual rights of all parties concerned. Unofficial table of contents

Section 22 creditor protection

(1) The creditors of the entities involved in the merger shall be creditors if within six months of the date on which the registration of the merger is entered in the register of the registered office of the right-holder whose creditors they are, in accordance with Section 19 (3) has been made known to declare their claim by reason and amount in writing, to provide security, insofar as they cannot be satisfied. However, this right shall only be granted to creditors if they make it credible that the merger jeopardises the performance of their claim. The creditors shall be informed of this right in the notice of the respective registration. (2) The right to demand security shall not be granted to creditors who, in the event of insolvency, shall have the right to preferably satisfaction from a The cover mass, which is constructed according to the statutory provision for its protection and which is state-supervised. Unofficial table of contents

Section 23 Protection of the holders of special rights

Holders of rights in a transferring legal entity which do not grant voting rights, in particular the holders of shares without the right to vote, convertible bonds, convertible bonds and property rights, shall be equivalent to those of the right to vote in a right-wing entity. To grant rights in the accepting entity. Unofficial table of contents

Section 24 Value rates of the accepting legal entity

In the annual balance sheets of the accepting legal entity, the acquisition costs within the meaning of section 253 (1) of the Commercial Code may also be the values set in the final balance sheet of a transfer legal entity. Unofficial table of contents

§ 25 Compensation obligation of the administrative bodies of the transferable legal entities

(1) The members of the representative body and, where a supervisory body is present, of the supervisory body of a transferring legal entity, shall, as the total debtor, be obliged to compensate for the damage done by that legal entity, its shareholders, or its creditors suffer through the merger. Members of the institutions who have observed their duty of care when considering the assets of the entities and the conclusion of the merger agreement are exempt from the obligation to replace them. (2) For these claims and other claims, the shall, in the case of and against the transferor of the right to be transferred, comply with the general rules on the basis of the merger, this legal entity shall be deemed to continue to be Claims and liabilities do not result from the merger in that respect. (3) The claims from paragraph 1 shall be refused in five years from the date on which the entry of the merger into the register of the seat of the accepting office Legal carrier has been disclosed in accordance with section 19 (3). Unofficial table of contents

Section 26 Recovery of the claim for damages

(1) The claims in accordance with § 25 (1) and (2) can only be asserted by a special representative. The court of the seat of a transferable legal entity shall appoint such a representative at the request of a shareholder or creditor of that legal entity. Creditors are only eligible if they are unable to obtain satisfaction from the accepting entity. The decision shall be taken against the decision. (2) The representative shall, with reference to the purpose of his appointment, request the shareholders and creditors of the transferred legal entity concerned to comply with the claims in accordance with Article 25 (1) and (2) within the meaning of Article 25 (1) and (2) of the a reasonable period of at least one month shall be notified. The invitation is in the Bundesanzeiger (Federal Gazette) and, if the social contract, the partnership contract or the statutes had determined other sheets for the public announcements of the transferring legal entity, also in these leaves (3) The representative shall use the amount obtained from the assertion of the claims of a transferable entity to satisfy the creditors of that legal entity, to the extent that the creditors have not been informed by the accepting Right-holders are satisfied or guaranteed. The distribution rules shall apply to the distribution, which shall be applied in the case of the settlement of a legal entity in the legal form of the transferable legal entity. Creditors and shareholders who have not reported on time shall not be taken into account in the distribution. (4) The representative shall be entitled to the replacement of reasonable cash outlays and to remuneration for his activities. The expositions and remuneration shall be determined by the court. In accordance with the overall conditions of the individual case, it determines to what extent the costs and remuneration of the participating shareholders and creditors are to be borne. The decision shall be taken against the decision; the appeal shall be excluded. The final decision shall take place in accordance with the Code of Civil Procedure. Unofficial table of contents

§ 27 Compensation obligation of the administrative bodies of the accepting legal carrier

Claims for damages resulting from the merger against a member of the representative body or, if there is a supervisory body, of the supervisory body of the accepting legal entity, shall be nourishing in five years from the date on which: in which the registration of the merger has been made known in the register of the registered office of the accepting legal entity pursuant to section 19 (3). Unofficial table of contents

Section 28 Unenforceability of the merger decision of a transferable legal entity

After the entry of the merger into the register of the registered office of the accepting legal entity, an action against the effectiveness of the merger decision of a transferable legal entity shall be brought against the accepting legal entity. Unofficial table of contents

Section 29 Offer of severance in the merger agreement

(1) In the case of the merger of a legal entity by way of admission by a legal entity of another legal form or in the merger of a listed public limited company on a non-listed public limited company, the acquiring company Legal entities in the merger agreement or in its draft of any shareholder who, contrary to the merger decision of the transferable legal entity, declare a breach of the transcript, the acquisition of its shares or memberships against a To offer adequate cash compensation; § 71 (4) sentence 2 of the German Stock Corporation Act and § 33 Paragraph 2 sentence 3, second half-sentence, the first alternative to the law on limited liability companies is not applicable to that extent. The same shall apply if, in the case of a merger of entities of the same legal form, the shares or memberships are subject to restriction of control in the accepting entity. If, on the basis of its legal form, the acquiring legal entity cannot acquire its own shares or memberships, then the cash settlement shall be offered in the event that the shareholder declares his departure from the legal entity. A required contract notice of the merger agreement or its draft as the subject of the decision-making shall contain the text of this offer. The receiving entity shall bear the costs of a transfer. (2) It shall be the same for the contradiction of the minutes referred to in paragraph 1 if an unpublished shareholder is wrongly not entitled to the assembly of the shareholders , or the Assembly has not been duly convened or the subject-matter of the decision-making has not been duly notified. Unofficial table of contents

§ 30 Content of the claim for cash settlement and examination of cash settlement

(1) The cash settlement must take into account the circumstances of the transferable legal entity at the time of the decision-making process on the merger. Section 15 (2) must be applied to the cash settlement accordingly. (2) The appropriateness of a cash settlement to be offered shall always be examined by a merger auditor. § § 10 to 12 shall apply accordingly. The authorized persons may waive the examination or the examination report; the waiver of the waiver shall be notarized to the judge. Unofficial table of contents

Section 31 Adoption of the offer

The offer in accordance with § 29 may only be accepted within two months after the date on which the registration of the merger has been made known in the register of the seat of the accepting legal carrier in accordance with Section 19 (3). If, according to § 34, an application for the determination of the cash settlement has been filed by the court, the offer can be accepted within two months of the date on which the decision was made known in the Federal Gazette. Unofficial table of contents

Section 32 Exclusion of claims against the merger decision

An action against the effectiveness of the merger decision of a transferable legal entity cannot be based on the fact that the offer according to § 29 is too low or that the cash settlement in the merger contract is not or not has been properly offered. Unofficial table of contents

Section 33 Other divestment

Any other sale of the shareholding by the shareholder, as amended by the terms of the merger decision, shall not prevent the participating entities from having restrictions on disposal until the expiry of the time limit laid down in § 31. Unofficial table of contents

Section 34 Judicial verification of severance pay

Where a shareholder claims that a cash settlement in the merger agreement or in his draft, which was to be offered to him in accordance with Article 29, is too low, the court shall, in accordance with the provisions of the The right to determine the appropriate cash payment is to be determined by the law of the opposition. The same shall apply if the cash payment has not been offered or has not been offered properly. Unofficial table of contents

§ 35 Designation of unknown shareholders; resting of voting rights

Unknown shareholders of a transferring company or a limited partnership on shares are in the merger agreement, in the case of applications for entry in a register or when they are entered in a list of shareholders by the indication of the to designate, in total, part of the share capital of the company and of the shares to which it is subject after the merger, to the extent that a designation of the shareholders is required by law for the accepting entity; a name in this form shall be permitted only for shareholders whose Shares shall not exceed the twentieth part of the share capital of the transferring company. If such shareholders are later known, registers or lists shall be corrected by official means. Until that date, the right to vote may not be exercised from the relevant shares in the receiving legal entity.

Third Section
Merger by re-establishment

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Section 36 Applicable Provisions

(1) The provisions of the Second Section, with the exception of § 16 (1) and § 27, shall apply mutas to the merger by means of new establishment. The new legal entity shall replace the accepting legal entity, and the entry of the merger into the register of the seat of the accepting legal entity shall be replaced by the entry of the new legal entity in the register. (2) The creation of the new legal entity shall be subject to the founding rules applicable to its legal form, unless otherwise provided in this book. The founders are the same as the right-wing entities. Rules that require a minimum number of founders to be established should not be applied. Unofficial table of contents

Section 37 Content of the merger agreement

The terms of the merger contract must include the social contract, the partnership contract or the statutes of the new legal entity. Unofficial table of contents

Section 38 Registration of the merger and the new legal entity

(1) The representative bodies of each of the transferable entities shall notify the merger for entry in the register of the registered office of their legal entity. (2) The representative bodies of all the transferable entities shall have the new legal entity in place. to register for entry in the register in the court in whose district it is to have its registered office.

Part two
Special provisions

First section
Merger with the participation of partnerships

First subsection
Merger with the participation of persons trading companies

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Section 39 Exclusion of merger

A dissolved persons trading company may not participate in a merger as a transferring entity if the shareholders, in accordance with Section 145 of the Commercial Code, have a different kind of dispute than the settlement or as the Merger agreed. Unofficial table of contents

Section 40 Content of the merger agreement

(1) In addition, the merger agreement or its draft has to determine, for each shareholder of a transferable entity, whether the person in the receiving or the new passenger trading company is in the position of a person liable for personal liability. A shareholder or a partner is granted. In so doing, the amount of the contribution of each shareholder shall be determined. (2) Shareholders of a transferable legal entity which are not personally liable for their liabilities as total debtors shall be the position of a co-anditist . Deviating provisions shall be effective only if the shareholders concerned agree to the merger decision of the transferring legal entity. Unofficial table of contents

Section 41 Merger report

A merger report shall not be required for a passenger trading company involved in the merger if all members of that company are entitled to the management of the company. Unofficial table of contents

Section 42 Information to the shareholders

The merger agreement or its draft and the merger report are the shareholders who are excluded from the management, at the latest together with the convocation of the shareholders ' meeting, which according to Article 13 (1) of the merger report Consent to the merger agreement to be decided upon. Unofficial table of contents

Section 43 Decision of the Shareholders ' Meeting

(1) The merger decision of the shareholders ' meeting requires the consent of all members present; it must also agree with the shareholders who have not been published. (2) The social contract may be a majority decision of the Provide for shareholders. The majority shall be at least three quarters of the votes cast. If a shareholder of a transferring legal entity who is personally liable for unlimited liability for his or her liabilities is contrary to the merger, he or she shall be in the position of a shareholder in the accepting or new partnership. The same shall apply to a shareholder of the accepting person trading company, who is personally liable for any of the liabilities of the holding company if he or she is in a position to oppose the merger. Unofficial table of contents

Section 44 Examination of the merger

In the case of section 43 (2), the merger agreement or its draft for a commercial partnership shall be considered in accordance with § § 9 to 12, if this requires one of its shareholders within a period of one week, after the date of the merger in accordance with § 42 has been received. The costs of the test shall be borne by the company. Unofficial table of contents

§ 45 Time limit of the liability of personally liable partners

(1) In the case of a person trading company transferring its assets by merger to a legal entity of a different legal form, the shareholder of which is not unrestricted to the liabilities of that legal entity, a shareholder shall be liable. Person-trading company for its liabilities, if it is due for a period of five years after the merger and claims against it in a manner referred to in section 197 (1) (3) to (5) of the Civil Code are due or a judicial or administrative enforcement act, or (2) The period begins with the date on which the registration of the merger into the register of the registered office of the accepting legal entity pursuant to section 19 (3) of the Act begins. has been made known. § § 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code, which apply to the statute of limitations, must be applied accordingly. (3) A determination in a kind referred to in § 197 (1) (3) to (5) of the Civil Code shall be required (4) The provisions of paragraphs 1 to 3 shall also apply if the shareholder is acting in the legal carrier of another legal entity.

Second subsection
Merger with the participation of partnership companies

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§ 45a possibility of merger

A merger to a partnership company is only possible if, at the date of their effective acquisition, all shareholders of transferable entities are natural persons who pursue a free occupation (Article 1 (1) and (2) of the Twinning Company Law). Section 1 (3) of the Partnership Company Law remains unaffected. Unofficial table of contents

Section 45b Content of the merger contract

(1) The merger agreement or its draft has, in addition to each shareholder of a transferring legal entity, the name and first name, as well as the occupation and place of residence of each partner carried out in the receiving partnership company (2) § 35 shall not apply. Unofficial table of contents

Section 45c merger report and information of partners

A merger report is only necessary for a partnership company involved in the merger if a partner is excluded from the management of the partnership in accordance with Section 6 (2) of the Partnership Company Law. Partners excluded from the management are to be informed in accordance with § 42. Unofficial table of contents

Section 45d Decision of the Shareholders ' Meeting

(1) The merger decision of the shareholders ' meeting requires the agreement of all the partners present; it must also agree with the non-published partners. (2) The partnership agreement may provide for a majority decision of the partners. The majority shall be at least three quarters of the votes cast. Unofficial table of contents

Section 45e Applicable Provisions

§ § 39 and 45 are to be applied accordingly. In the cases of § 45d paragraph 2, § 44 shall also be applied accordingly.

Second section
Merger involving companies with limited liability

First subsection
Merger by recording

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Section 46 Content of the merger agreement

(1) In addition, the merger agreement or its draft has to determine the nominal amount of the part of the business which the accepting limited liability company has to grant to it for each shareholder of a transferable legal entity. The nominal amount may be fixed by way of derogation from the amount which is attributable to the shares of a transferable stock company or a limited partnership on shares as a part of their share capital. It must be at full euro. (2) Should the shares to be granted be created by means of the capital increase and be endowed with other rights and obligations as other shares of the company of the accepting company with limited liability (3) If the shareholders of a transferring legal entity are to receive already existing shares of the accepting company, then the following shall be required: Share holders and the nominal amounts of the shares they receive shall be particularly determined in the merger agreement or in its draft. Unofficial table of contents

Section 47 Information of the shareholders

The merger agreement or its draft and the merger report shall be transmitted to the shareholders at the latest together with the convening of the shareholders ' meeting, which is to decide on the consent pursuant to Section 13 (1) of this Agreement. Unofficial table of contents

Section 48 Examination of the merger

The merger agreement or its draft is to be considered for a limited liability company in accordance with § § 9 to 12, if this requires one of its shareholders within a period of one week, after the date of the contract referred to in § 47 of the contract. Documentation has been received. The costs of the test shall be borne by the company. Unofficial table of contents

Section 49 Preparation of the Shareholders ' Meeting

(1) In the convening of the shareholders ' meeting, which, pursuant to Article 13 (1) of the Merger Treaty, is to decide to announce the merger as the subject of the decision-making, the managing directors shall announce the merger. (2) From the The annual accounts and the annual reports of the legal entities involved in the merger for the last three financial years shall be interpreted in the business premises of the company for the purpose of inspection by the shareholders. (3) The At any time, managing directors have access to information about all members of the company. To merge essential matters of the other entities involved. Unofficial table of contents

§ 50 Decision of the Shareholders ' Meeting

(1) The merger decision of the shareholders ' meeting shall require a majority of at least three-quarters of the votes cast. The social contract may determine a greater majority and further requirements. (2) The minority rights of a single shareholder of a transferring company or the minority rights of a single shareholder shall be determined by the merger on the social contract. individual shareholders of such a company under the terms of the social contract, special rights in the management of the company, the appointment of the managing directors or a right of proposal for the company. management, the merger decision shall be subject to of this transferor of the consent of those shareholders. Unofficial table of contents

Section 51 Consent requirements in special cases

(1) Where the merger involves a limited liability company whose shares do not all have the full effect of the full amount of deposits to be made, the merger decision shall be subject to the merger decision of a the right of consent of all the shareholders of that legal entity present in the decision-making process. If the transferring entity is a partnership, a partnership company or a company with limited liability, the merger decision shall also require the consent of the non-published shareholders. If a company with limited liability on the shares of which not all deposits to be paid are effected in full, is accepted by a company with limited liability by merger, the merger decision shall be subject to the following conditions: the consent of all members of the accepting company. (2) If the nominal amount of the shares is fixed in accordance with section 46 (1) sentence 2 by way of derogation from the amount of the shares, the determination of each shareholder shall agree not to be is able to participate in its entire share. Unofficial table of contents

Section 52 Registration of the merger

In the notification of the merger for entry in the register, the representative bodies of the entities involved in the merger also have to declare, in the case of section 51 (1), that the merger decision of each of the parties to the merger shall be The right-holders shall also include all the shareholders of that legal entity present in the decision-making process and, where the transferring entity is a partnership, a partnership company or a limited-liability company, the non-published partners of this company have agreed. If a company with limited liability on the shares of which not all of the deposits to be paid are brought about by a company with limited liability by merger, it shall also be declared that all Shareholders of this company have agreed to the merger decision. Unofficial table of contents

Section 53 Registration in the event of an increase in the share capital

If the acquiring company increases its share capital for the purpose of the merger, the merger may not be registered until after the increase in the share capital has been entered in the register. Unofficial table of contents

Section 54 Merger without capital increase

(1) The acquiring company shall not increase its share capital for the purpose of implementing the merger, to the extent that:

1.

it holds the shares of a transferable legal entity;

2.

a transferable entity holds its own shares; or

3.

a transferable legal entity holds shares in that company, to which the deposits are not in full effect.

The acquiring company does not need to increase its share capital, to the extent that:

1.

they hold their own shares, or

2.

a transferable legal entity holds shares in that company, to which the deposits are already in full effect.

The acquiring company may refrain from granting business shares if all the shareholders of a transferring legal entity do without it; the waivers shall be notarized to the customer. (2) Paragraph 1 shall apply accordingly if: The holder of the shares referred to in that paragraph shall be a third party in his own name but in a case referred to in the first sentence of paragraph 1 of paragraph 1 or in the second sentence of paragraph 1, point 1, on behalf of the accepting company or in any of the other cases referred to in paragraph 1, for the purposes of: (3) To the extent to which the implementation of the If the business shares of the accepting company which it holds itself or a transferable entity must be shared in order to grant it to the shareholders of a transferable entity, provisions of the A company contract which excludes or complicates the division of the business shares of the accepting company; however, the nominal value of each part of the shares must be expressed in full euros. The first sentence shall apply if the holder of the shares is a third party acting on his own behalf, but on behalf of the accepting company or of a transferable legal entity. (4) The contract is fixed in the merger agreement. Payments may not exceed the tenth part of the total nominal amount of the shares of the accepting company. Unofficial table of contents

Section 55 Merger with capital increase

(1) In the event that the acquiring company increases its share capital for the purpose of the merger, Section 55 (1), § 56a, 57 (2), Section 3 (1) of the Act concerning companies with limited liability shall not apply. (2) The application of the The capital increase to the register shall be in addition to the documents of the merger contract and the minutes of the merger decisions, referred to in § 57 (3) (2) and (3) of the Law on Companies with Limited Liability To be accompanied by a copy or a certified copy.

Second subsection
Merger by re-establishment

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Section 56 Applicable Provisions

The provisions of the First Subsection, with the exception of Sections 51 to 53, 54 (1) to 3, and § 55, shall apply mutas to the merger by re-establishment. Unofficial table of contents

Section 57 Content of the social contract

The social contract shall be subject to provisions relating to special advantages, initial expenses, contributions in kind and in kind, which were contained in the social contracts, partnership contracts or statutes of transferable legal entities. Unofficial table of contents

Section 58 facials report

(1) In the factual report (Section 5 (4) of the Law on Companies with Limited Liability) the course of business and the position of the transferable entities must also be presented. (2) A report on the subject-matter is not required, as far as a capital company or a registered cooperative is a transferable entity. Unofficial table of contents

Section 59 merger decisions

The social contract of the new company shall be effective only if the shareholders of each of the transferable entities agree to it by merger decision. This shall apply accordingly to the appointment of the managing directors and the members of the supervisory board of the new company, insofar as they are to be chosen by the shareholders of the transferring entities.

Third Section
Merger with the participation of public limited companies

First subsection
Merger by recording

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§ 60 Examination of the merger, appointment of the merger auditor

The merger agreement or its draft is to be considered for any public limited liability company in accordance with § § 9 to 12. Unofficial table of contents

Section 61 Announcement of the merger agreement

The merger agreement or its draft is to be submitted to the register prior to the convening of the Annual General Meeting, which is to decide on the approval pursuant to Section 13 (1) of the Agreement. In the notice referred to in Article 10 of the Commercial Code, the Court of First Instance made a reference to the fact that the contract or its draft had been submitted to the commercial register. Unofficial table of contents

Section 62 Consolidated financial statements

(1) At least nine tenths of the share capital or the share capital of a transferring capital company are in the hands of an accepting corporation, so a merger decision of the accepting joint stock company shall be the subject of the Inclusion of this transferring company is not required. Own shares of the transferable company and shares belonging to another for the account of this company are to be deducted from the share capital or share capital. (2) Paragraph 1 shall not apply if shareholders of the accepting company, whose Share the twentieth part of the share capital of this company, require the convening of a general meeting in which it is decided on the approval of the merger. The Articles of Association may make the right to demand the convening of the Annual General Meeting to have a lower share of the share capital of the accepting company. (3) One month before the date of the Shareholders ' Meeting or the The Annual General Meeting of the transferring company, which is to decide on the approval of the merger agreement in accordance with Section 13 (1), shall be in the business room of the accepting company for the purpose of the approval of the shareholders of the company referred to in Article 63 (1). to interpret the documents. At the same time, the Management Board of the accepting company has to disclose an indication of the imminent merger in the company sheets of the accepting company and the merger agreement or its draft of the register of the accepting company. § 61 Sentence 2 shall be applied accordingly. Shareholders shall be informed of their right under paragraph 2 in the notice referred to in the first sentence of the second sentence of the second sentence. The notification of the merger for entry in the commercial register shall be accompanied by proof of the contract notice. The Board of Management shall declare at the time of notification whether an application has been made pursuant to paragraph 2. Upon request, a copy of the documents referred to in the first sentence shall be issued without delay and free of charge to each shareholder of the receiving company. The documents can be sent to the shareholder with his consent via electronic communication. The obligations laid down in sentences 1 and 6 shall not apply if the documents referred to in the first sentence are accessible for the same period through the company's Internet site.

(4) If the entire capital stock or share capital of a transferring capital company is in the hands of an accepting public limited company, a merger decision of the shareholder of the transferring capital company shall not be is required. Such a decision shall also not be required in cases where, in accordance with the first sentence of paragraph 5, a transfer decision has been taken and entered in the commercial register with a note referred to in the seventh sentence of paragraph 5. Paragraph 3 shall apply with the proviso that the obligations referred to in paragraph 3 shall be fulfilled for the duration of one month after the conclusion of the merger contract. At the latest at the beginning of this period, the supply obligation referred to in § 5 (3) shall be fulfilled.

(5) In the cases referred to in paragraph 1, the Annual General Meeting of a transferring company may, within three months of the conclusion of the merger contract, take a decision pursuant to Section 327a (1), first sentence, of the German Stock Corporation Act, if the The accepting company (main shareholder) shares a share of nine tenths of the share capital. The merger agreement or its draft must contain the indication that, in the context of the merger, an exclusion of the minority shareholders of the transferring company shall take place. Paragraph 3 shall apply with the proviso that the obligations referred to in paragraph 3 shall be fulfilled for the duration of one month after the conclusion of the merger contract. At the latest at the beginning of this period, the supply obligation referred to in § 5 (3) shall be fulfilled. The merger agreement or its draft is to be interpreted in accordance with Section 327c (3) of the German Stock Corporation Act (AktG) for the purpose of the shareholders ' inspection. The notification of the transfer decision (§ 327e paragraph 1 of the German Stock Corporation Act) is to be attached to the merger agreement in the form of a copy or a publicly certified copy or its draft. The entry of the transfer decision shall be marked with the endorsement that it will not take effect until the merger has been entered in the register of the registered office of the accepting company. In addition, § § 327a to 327f of the German Stock Corporation Act is not affected.

Footnote

(+ + + § 62: For application cf. § 321 + + +) Unofficial table of contents

Section 63 Preparation of the Annual General Meeting

(1) From the convening of the Annual General Meeting, which is to decide on the approval of the merger agreement in accordance with Section 13 (1), the Company's business premises shall be interpreted for the purpose of the approval of the shareholders.

1.

the merger agreement or its draft;

2.

the annual accounts and the annual reports of the legal entities involved in the merger for the last three financial years;

3.

if the last annual financial statement relates to a financial year which has expired more than six months before the conclusion of the merger agreement or the drawing up of the draft, a balance sheet shall be drawn up on a date not preceding the first day of the merger. the third month preceding the conclusion or preparation (interim balance sheet);

4.

the merger reports issued in accordance with Article 8;

5.

The examination reports issued pursuant to § 60 in conjunction with § 12.

(2) The interim balance sheet (paragraph 1 (3)) shall be drawn up in accordance with the rules applicable to the last annual accounts of the legal entity. A physical inventory is not required. The value rates of the last annual balance sheet may be taken over. However, depreciation, value adjustments and provisions, as well as essential changes in the real value of assets, which are not apparent from the books, must be taken into account up to the date of the interim balance sheet. § 8 (3), first sentence, first alternative and sentence 2 shall apply accordingly. The interim balance sheet must not be drawn up even if the company has published a half-yearly financial report in accordance with § 37w of the German Securities Trading Act since the last financial statements. The half-yearly financial report shall be replaced by the interim balance sheet for the purpose of preparing the general meeting. (3) On request, a copy of the documents referred to in paragraph 1 shall be issued without delay and free of charge to any shareholder. The documents may be sent to the shareholder with his consent through electronic communications. (4) The obligations referred to in paragraphs 1 and 3 shall be deleted if the documents referred to in paragraph 1 are submitted for the same period of time: The website of the company is accessible.

Footnote

(+ + + § 63: For application, see § 321 + + +) Unofficial table of contents

Section 64 Implementation of the Annual General Meeting

(1) The documents referred to in § 63 (1) shall be made available at the Annual General Meeting. The Management Board shall explain orally the merger agreement or its draft at the beginning of the negotiation and shall inform about any substantial change in the assets of the Company which have been made since the conclusion of the merger agreement, or the drawing up of the draft. The Management Board shall also inform the representative bodies of the other entities concerned of such changes, which in turn shall inform the shareholders of the legal entity they represent before the decision is taken. § 8 (3), first sentence, first alternative and second sentence 2 shall apply accordingly. (2) Each shareholder shall, at the request of the general meeting, be informed of all matters relating to the merger of the other legal entities involved in the merger. .

Footnote

(+ + + § 64: For application, see § 321 + + +) Unofficial table of contents

Section 65 Decision of the Annual General Meeting

(1) The merger decision of the general meeting shall require a majority of at least three quarters of the share capital represented in the decision-making process. The Articles of Association may determine a greater majority of capital and other requirements. (2) If there are several genera of shares, the resolution of the Annual General Meeting shall be subject to the approval of the voting shareholders of each of the shareholders. Genus. The shareholders of each class shall have the approval of a special decision. For the same, paragraph 1 shall apply. Unofficial table of contents

Section 66 Registration with an increase in the share capital

If the acquiring company increases its share capital for the purpose of the merger, the merger may be registered only after the implementation of the increase in the share capital has been entered in the register. Unofficial table of contents

Section 67 Application of the provisions relating to the post-establishment

If the merger agreement is entered in the register in the first two years since the registration of the accepting company, Section 52 (3), (4), (6) to (9) of the German Stock Corporation Act (AktG) shall apply mutas to the post-establishment. This shall not apply where the shares to be granted do not represent more than the tenth part of the share capital of that company or if that company has acquired its legal form by changing the form of a limited liability company which: previously had been registered in the commercial register for at least two years. If the basic capital is increased in order to implement the merger, the calculation shall be based on the increased share capital. Unofficial table of contents

Section 68 merger without capital increase

(1) The acquiring company shall not increase its share capital for the purpose of implementing the merger, to the extent that:

1.

it holds the shares of a transferable legal entity;

2.

a transferable entity holds its own shares; or

3.

a transferable legal entity has shares in that company to which the amount of the expenditure is not fully paid.

The acquiring company does not need to increase its share capital, to the extent that:

1.

they own shares, or

2.

a transferable legal entity has shares of that company to which the amount of the expenditure is already fully paid.

The acquiring company may refrain from granting shares if all the shareholders of a transferring legal entity do without it; the waivers shall be notarized in a notarial manner. (2) Paragraph 1 shall apply accordingly if the holder of the right of interest is shall be a third party held in its own name but in a case referred to in the first sentence of paragraph 1 of paragraph 1 or in the second sentence of paragraph 1, point 1, on behalf of the accepting company or in one of the other cases referred to in paragraph 1, for the account of the (3) bare, in the terms of the merger agreement, Payments shall not exceed the tenth part of the amount of their share capital which is part of the share of the shares in the accepting company. Unofficial table of contents

Section 69 Merger with capital increase

(1) In the event that the acquiring company increases its share capital in order to conduct the merger, Section 182 (4), Section 184 (1) sentence 2, § § 185, 186, 187 (1), § 188 (2) and 3 (1) of the German Stock Corporation Act (AktG) shall not be applied; an examination of the facts of the case Pursuant to Section 183 (3) of the German Stock Corporation Act (AktG), only if the transferable entities have the legal form of a commercial partnership, a partnership company or a legal association, when assets are held in the The final balance sheet of a transferable legal entity has been assessed to be higher than in the last Annual balance sheet when the values set in a final balance sheet are not recognised as acquisition costs in the annual accounts of the accepting company or if the court has doubts as to whether the value of the non-cash contribution is the lowest amount of expenditure of the shares to be granted for that purpose. This shall also apply if the share capital is increased by issuing new shares on the basis of the authorization pursuant to Section 202 of the German Stock Corporation Act. In this case, Section 203 (3) of the German Stock Corporation Act shall not be applied. The merger auditor may be appointed to the auditor. (2) The registration of the capital increase to the register shall be in addition to the documents of the merger agreement and the minutes of the merger agreement referred to in Section 188 (3) (2) and (3) of the German Stock Corporation Act (AktG). To include merger decisions in copies or in a publicly certified copy. Unofficial table of contents

Section 70 assertion of a claim for damages

The appointment of a special representative in accordance with Section 26 (1) sentence 2 may only apply to shareholders of a transferring company who have already exchanged their shares against shares of the accepting legal entity. Unofficial table of contents

Section 71 Order of a trustee

(1) Each transfer entity shall appoint a trustee to receive the shares to be granted and the cash in cash to be paid. The merger may not be registered until the trustee has indicated to the court that it is in possession of the shares and the cash payments fixed in the merger agreement. (2) § 26 (4) shall apply accordingly. Unofficial table of contents

Section 72 Reexchange of shares

(1) For the exchange of shares of a transferring company, § 73 (1) and (2) of the German Stock Corporation Act (AktG) applies, when shares of this company are pooled in accordance with Section 226 (1) and (2) of the German Stock Corporation Act (AktG) on the declaration of shares in shares. No approval of the court is required. (2) If the acquiring legal entity is also a public limited company, Section 73 (3) of the German Stock Corporation Act and the merger of shares § 73 (4) and § 226 (3) of the German Stock Corporation Act (AktG) shall apply. accordingly.

Second subsection
Merger by re-establishment

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Section 73 Applicable Rules

The provisions of the First Subsection, with the exception of § § 66, 67, 68 (1) and (2) and § 69, shall apply mutas to the merger by re-establishment of the new subsection. Unofficial table of contents

Section 74 Content of the Articles of Association

The Articles of Association shall be subject to provisions relating to special advantages, initial expenses, contributions in kind and in kind, which were contained in the social contracts, partnership contracts or statutes of transferable entities. Section 26 (4) and (5) of the German Stock Corporation Act remains unaffected Unofficial table of contents

Section 75 Founding Report and Green Examination

(1) In the Founding Report (§ 32 of the German Stock Corporation Act), the course of business and the position of the transferable entities shall also be presented. (2) A founding report and a founding review are not required, insofar as a capital company or a registered cooperative is required to be held in the joint venture. -is a transfer of rights. Unofficial table of contents

Section 76 Merger decisions

(1) A joint stock company may not decide to merge until it has been entered in the register for two years already and every other public limited company. (2) The statutes of the new company shall be effective only if it has the shareholders of each of the transferable entities shall agree to the merger decision. This applies accordingly to the appointment of the members of the Supervisory Board of the new company, insofar as these are to be selected in accordance with Section 31 of the German Stock Corporation Act. § 124 (2) sentence 3, subsection 3, sentences 1 and 3 of the German Stock Corporation Act shall apply mutagenic to a transferable public limited liability company. Unofficial table of contents

Section 77 (omitted)

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Fourth Section
Merger with the participation of limited partnerships on shares

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Section 78 Applicable Rules

The provisions of the third section shall apply mutas to mergers with the participation of limited liability companies in shares. The limited liability company and its management board shall replace the joint stock company and its management board with shares and the personally liable partners authorised to represent them. The merger decision shall also require the consent of the personally liable partners; the articles of association of the Kommanditgesellschaft auf Aktien may provide for a majority decision of these shareholders. In relation to each other, stock companies and limited liability companies do not apply to shares as entities of a different legal form within the meaning of § § 29 and 34.

Fifth Section
Merger with the participation of registered cooperatives

First subsection
Merger by recording

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§ 79 Possession of merger

A legal entity of another legal form can only be merged by way of admission with a registered cooperative if a necessary amendment of the articles of association of the accepting cooperative has been decided at the same time as the merger . Unofficial table of contents

Section 80 Content of the merger contract when it is received by a cooperative

(1) In the case of mergers, the merger agreement or its draft has to contain, by way of admission by a registered cooperative for the determination of the exchange ratio of the shares (Section 5 (1) no. 3), the indication to be included,

1.

that each member of a transferring cooperative shall be involved in a share of the business of the accepting cooperative, provided that the statutes of that cooperative do not permit the participation of more than one share of the business, or

2.

that each member of a transferring cooperative is involved with at least one and, moreover, with so many business shares in the accepting cooperative, as is the case with the transfer of its business credit to the transferor The association shall be deemed to be fully paid, provided that the articles of association of the acquiring cooperative allow the participation of a member with a number of business shares or the members are obliged to take over several shares of the cooperative; the The merger agreement or its draft may include a different calculation of the number of shall provide for business shares to be granted.

In the case of mergers by a registered cooperative, the merger agreement or its draft shall, in addition to each shareholder of such a legal entity, have the amount of the merger by a registered cooperative. (2) The merger agreement or its draft shall indicate the closing date of the final balance sheet for each of the transferring cooperatives. Unofficial table of contents

Section 81 Opinion of the Examination Association

(1) Prior to the convening of the General Assembly, which is to decide on the approval of the merger agreement in accordance with Section 13 (1), an opinion of the Examination Association shall be obtained for each participating cooperative, whether the merger is compatible with the concerns of the members and the creditors of the cooperative (audit opinion). The examination report can also be jointly reimbursed for several participating cooperatives. (2) The conditions of Article 25 (1) of the Introductory Act to the Commercial Code in the version of Article 21 (5) (2) of the Act of 25 July 1988 (BGBl. 1093), the examination of the merger (§ § 9 to 12) may also be carried out by the competent examination board for the legal entities designated there. Unofficial table of contents

Section 82 Preparation of the General Assembly

(1) From the convening of the General Assembly, which is to decide on the approval of the merger agreement in accordance with § 13 para. 1, also in the business area of each participating cooperative are the persons referred to in § 63 (1) No. 1 to 4. Documents, as well as the examination reports issued in accordance with § 81, shall be interpreted for the purpose of the inspection of the members. Interim balance sheets required for this purpose shall be drawn up in accordance with the first sentence of Article 63 (2). (2) At the request of each Member, a copy of the documents referred to in paragraph 1 shall be issued without delay and free of charge. Unofficial table of contents

Section 83 Implementation of the General Assembly

(1) In the General Assembly the documents referred to in § 63 (1) No. 1 to 4 as well as the examination reports issued pursuant to § 81 shall be interpreted. The Management Board shall explain orally the merger agreement or its draft at the beginning of the negotiation. § 64 (2) is to be applied accordingly. (2) The audit opinion issued for the decision-making cooperative is to be read in the General Assembly. The Examination Board is entitled to participate in an advisory session at the General Meeting. Unofficial table of contents

Section 84 Decision of the General Assembly

The merger decision of the General Assembly shall require a majority of three-quarters of the votes cast. The statutes may determine a greater majority and other requirements. Unofficial table of contents

Section 85 Improvement of the exchange ratio

(1) In the case of the merger of cooperatives with one another, § 15 shall apply only if and to the extent that the business assets of a member in the accepting cooperative are lower than the business balance in the transferring cooperative. (2) The claim in accordance with § 15 may also be fulfilled by adding to the business credit, unless the total amount of the member's shares in the accepting cooperative is exceeded. Unofficial table of contents

Section 86 Appendixes of the application

(1) In addition to the documents which are otherwise required, the application for the merger shall also be accompanied by the examination report issued for the applicant's cooperative, either in the original or in a certified copy. (2) The registration for registration in the register of the registered office of the accepting legal entity, any other audit opinion issued to a transferring cooperative shall also be included in the original copy or in a publicly certified copy. Unofficial table of contents

Section 87 Share

(1) On the basis of the merger, each member of a transferring cooperative shall be involved in the accepting entity in accordance with the merger agreement. An obligation to take over further business shares with an accepting cooperative remains unaffected. Rights of third parties to the business assets of a transferring cooperative shall continue to exist in the shares or memberships of the accepting legal entity of another legal form, which shall be replaced by the shares of the transferor of the transferable cooperative. Join the cooperative. Rights of third parties in the shares or memberships of the transferable legal entity shall pass on to the business credit obtained from the acquiring cooperative. (2) The business credit which the member has to transfer to a transferring account shall be transferred to the transferor. In the case of a cooperative, the total amount of shares in which it is involved in the case of a receiving cooperative pursuant to paragraph 1 shall be the excess amount after six months from the date on which the registration of the co-operative Merger in the register of the registered office of the accepting cooperative pursuant to § 19 (3) has been made known to the Member; however, the payment may not be made before the creditors who have declared themselves pursuant to section 22 are satisfied or guaranteed. Cash in cash fixed in the merger contract may not exceed the tenth part of the total nominal amount of the shares of the accepting cooperative. (3) For the calculation of the business credit, which shall be the has been granted to a transferring cooperative, the final balance of which shall be the decisive factor. Unofficial table of contents

Section 88 Business balance in the admission of capital companies and legal associations

(1) If a capital company is involved in the merger as a transfer entity, each shareholder of that company shall be the business credit of the accepting cooperative with the value of the shares or shares. , with which he was involved in the transferring company. For the purpose of determining the value of this contribution, the final balance sheet of the transferring company shall be decisive. If a member's business assets acquired by the merger exceed the total amount of the shares with which it is part of the acquiring cooperative, the excess amount shall be exceeded after six months have elapsed since the date of the merger. the date on which the registration of the merger in the register of the registered office of the accepting cooperative has been made known in accordance with Article 19 (3), to be paid to the Member; however, the payment may not be made before the creditors, who have been reported, satisfied or guaranteed in accordance with § 22. (2) If a legally competent association is involved as a transfer entity, any member of that association may be credited as a business balance in the case of the accepting cooperative at most the nominal amount of the shares, with that it is involved in the accepting cooperative. Unofficial table of contents

Section 89 Registration of comrades in the membership list; notification

(1) The receiving cooperative shall immediately enter each new member in the list of members after the registration of the merger in the register of the registered office of the acquiring cooperative and shall immediately notify it thereof. It also has to enter the number of the members ' shares, provided that the member is involved in more than one share of the business. (2) The receiving cooperative has any share holder of a transferring legal entity, or in the case of unknown persons. Shareholders of the trustee of the transferring company, to be immediately informed in text form:

1.

the amount of the business credit of the accepting cooperative;

2.

the amount of the business share in the accepting cooperative;

3.

the number of shares with which the shareholder is involved with the accepting cooperative;

4.

the amount of the deposit or the amount to be paid by the member after the account of his business account, or the amount to be paid to him pursuant to § 87 (2) or § 88 (1), as well as

5.

the amount of the total amount of the holding of the accepting cooperative, provided that the members of the cooperative are to be paid up to a total amount of their submissions.

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Section 90 Discharge by individual shareholders

(1) § § 29 to 34 shall not apply to the members of a transferring cooperative. (2) Shares and memberships based on the merger effect shall be deemed not to have been acquired if they are not acquired (3) The right to be embezzled shall have any member of a transferring cooperative, if it is in the General Assembly or as a representative in the representative assembly, which decide on the approval of the merger agreement pursuant to Section 13 (1) ,

1.

and contrary to the terms of the merger decision, it shall be declared a breach of the minutes of the merger

2.

, unless it has been wrongly admitted to the Assembly or if the Assembly has not been duly convened or the subject-matter of the decision-making has not been duly notified.

Where the merger decision of a transferring cooperative is taken by a representative assembly, the right to discharge shall also be granted to any other member of that cooperative, which is not a representative at the time of the decision-making. Unofficial table of contents

Section 91 Form and deadline for expelling

(1) The discharge shall be declared in writing to the accepting entity. (2) The discharge may be declared only within six months of the date on which the registration of the merger in the register of the registered office of the (3) The embezzles cannot be declared under a condition or a time-determination. Unofficial table of contents

Section 92 Registration of membership in the list of members

(1) The receiving cooperative shall immediately enter each of the entries in the membership list and notify the member of the registration without delay. (2) The embezzles shall be effective at the time in which the Declaration of exasperation to the accepting legal entity. Unofficial table of contents

§ 93 dispute

(1) With an earlier member whose participation in the acquiring legal entity is deemed to have not been acquired in accordance with Section 90 (2), the receiving legal entity has to deal with each other. The final balance of the transferred cooperative is decisive. (2) This member may require the payment of the business credit which it had with the transferring cooperative; in the reserves and other assets of the transferor. Subject to Section 73 (3) of the Cooperative Act, the cooperative has no share, even if it is attributed in the merger to the business assets of other members who do not make use of the right to empower them. (3) The balance of the business assets and the final balance sheet of a Co-operative reserves for the purpose of covering a loss shown in this balance sheet, the receiving entity may, from the former member whose participation is deemed not to be acquired, the payment of the pro rata If and to the extent that this Member would have been able to make surpluses to the transferring cooperative in the event of insolvency, the Member State shall be required to pay the amount of the aid. If the statutes of the transferring cooperative do not determine anything else, the proportional shortfall shall be calculated on the basis of the number of its members. (4) (omitted) Unofficial table of contents

Section 94 Disburment of the decomposing credit

Claims for payment of the business credit pursuant to section 93 (2) shall be satisfied within six months from the date of the withdrawal; however, the payment may not be made before the creditors, who have declared themselves pursuant to § 22, are satisfied or , and not before the expiry of six months from the date on which the registration of the merger has been made known in the register of the seat of the accepting legal entity in accordance with Section 19 (3). Unofficial table of contents

§ 95 Continuation of the duty to post-school

(1) If the total amount of the liability of a receiving cooperative is less than that of a transferring cooperative, or if the creditors of a accepting legal entity are not held by all the shareholders of that legal entity, to the satisfaction of the creditors of the transferring cooperative, those shareholders who were members of the transferable cooperative shall provide further surpluses up to the amount of the total amount of the cooperatives in the transferring cooperative, provided that the Creditors who have declared themselves in accordance with § 22, because of their demand Satisfaction or assurance cannot be obtained from the surpluses drawn up by the members. § § 105 to 115a of the Cooperative Act are applicable to the collection of the surpluses. (2) Paragraph 1 shall apply only if the insolvency proceedings concerning the assets of the accepting legal entity within two years after the date of the date of the application where the registration of the merger has been made known in the register of the registered office of this legal entity in accordance with Section 19 (3).

Second subsection
Merger by re-establishment

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Section 96 Applicable Rules

The provisions of the first sub-section shall apply mutas to the merger by re-establishment. Unofficial table of contents

Section 97 Duties of the representative bodies of the transferable legal entities

(1) The statutes of the new cooperative shall be drawn up and signed by all members of the representative body of each of the legal entities to be transferred. (2) The representative bodies of all the legal entities to be transferred shall have the first Supervisory Board of the new cooperative. The same applies to the appointment of the first Executive Board, unless another type of appointment of the Executive Board is fixed by the Articles of Association of the new Cooperative, instead of the election by the General Assembly. Unofficial table of contents

Section 98 Merger decisions

The statutes of the new cooperative shall be effective only if the shareholders of each of the transferable entities agree to it by merger decision. This applies in accordance with the appointment of the members of the Executive Board and the Supervisory Board of the new Cooperative, but only for the appointment of the Board of Management if the Board of Management has been appointed by the representative bodies of all the legal entities to be transferred. is.

Sixth Section
Merger with the participation of legally competent associations

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§ 99 Possession of merger

(1) A legally competent association may participate in a merger only if the statutes of the association or regulations of the national law do not conflict. (2) A registered association may by way of merger legal entities of other legal form shall be subject to , and not be established by the merger of such entities. Unofficial table of contents

Section 100 Examination of the merger

The merger agreement or its draft is to be considered for an economic association in accordance with § § 9 to 12. In the case of a registered association, this examination shall be required only if at least ten of the hundred of the members require them in writing. Unofficial table of contents

Section 101 Preparation of the General Assembly

(1) From the convening of the General Assembly, which is to decide on the approval of the merger agreement pursuant to Section 13 (1), the documents referred to in § 63 (1) (1) to (4), as well as a document pursuant to § 100, shall be in the business premises of the association. the examination report required for the inspection of the members. Interim balance sheets required for this purpose shall be drawn up in accordance with the first sentence of Article 63 (2). (2) At the request of each Member, a copy of the documents referred to in paragraph 1 shall be issued without delay and free of charge. Unofficial table of contents

Section 102 Implementation of the General Assembly

In the general meeting, the documents referred to in § 63 (1) No. 1 to 4 as well as a examination report required in accordance with § 100 are to be interpreted. The second sentence of Article 64 (1) and (2) shall apply accordingly. Unofficial table of contents

Section 103 Decision of the General Assembly

The merger decision of the General Assembly shall require a majority of three-quarters of the votes cast. The statutes may determine a greater majority and other requirements. Unofficial table of contents

Section 104 Announcement of the merger

(1) If a transferring economic association is not registered in a commercial register, its Management Board shall announce the forthcoming merger by the Federal Gazette (Bundesanzeiger). The notice in the Federal Gazette shall replace the entry in the register. It shall be marked with a note that the merger shall take effect only after the registration in the register of the registered office of the accepting legal entity. § § 16 and 17 (1) and § 19 (1) sentence 2, subsection (2) and (3) are not applicable to the extent to which they relate to the registration and registration of this transferring association. (2) The final balance sheet of such a transferring association is the application to the Register of the registered office of the accepting legal entity. Unofficial table of contents

Section 104a Exclusion of cash settlement in certain cases

§ § 29 to 34 do not apply to the merger of a registered association, which is exempt from corporation tax in accordance with Section 5 (1) No. 9 of the Corporate Tax Law.

Seventh Section
Merger of cooperative examination associations

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§ 105 Possession of merger

Cooperative examination associations can only be merged with one another. In addition, a cooperative examination association can take up a legally competent association as a receiving association, if the conditions of § 63b (2) sentence 1 of the Cooperative Act exist in this association and the authority referred to in Article 107 (2) of the Cooperative Act has agreed to the merger agreement. Unofficial table of contents

§ 106 Preparation, implementation and decision of the General Assembly

§ § 101 to 103 shall apply mutas to the preparation, implementation and decision of the General Assembly. Unofficial table of contents

Section 107 Obligations of the Executive Board

(1) The board members of both associations shall immediately notify the merger immediately for registration in the registers of the registered office of each association, to the extent that the association is registered. If the transferring association is not registered, § 104 shall apply accordingly. (2) The boards shall also have to communicate the registration without delay to the supreme federal authorities responsible for the award of the examination law. (3) The Executive Board of the accepting association shall inform the members immediately of the registration. Unofficial table of contents

Section 108 Withdrawal of members of the transferring association

If a former member of the transferring association appears in accordance with § 39 of the Civil Code from the accepting association, provisions of the articles of association of the accepting association, which according to § 39 para. 2 of the Civil Code, are a longer notice period than at the end of the financial year, not to be applied.

Eighth section
Merger of insurance associations on reciprocity

First subsection
Possibility of merger

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Section 109 Merger-capable legal entities

Mutual insurance associations can only be merged with one another. They may also be incorporated in the course of the merger by a public limited company which is the subject of the operation of insurance transactions (Versicherungs-Aktiengesellschaft).

Second subsection
Merger by recording

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Section 110 Content of the merger agreement

If only mutual insurance associations are involved in the merger, the merger agreement or its draft does not require the information provided for in Article 5 (1) No 3 to 5 and 7 not to be included. Unofficial table of contents

Section 111 Announcement of the merger agreement

The merger agreement or its draft shall be submitted to the register prior to the convening of the supreme representation, which is to decide on the consent to the merger agreement in accordance with Section 13 (1). In the notice referred to in Article 10 of the Commercial Code, the Court of First Instance made a reference to the fact that the contract or its draft had been submitted to the commercial register. Unofficial table of contents

Section 112 Preparation, implementation and decision of the Assembly of Supreme Representation

(1) From the convening of the assembly of the supreme representation, which is to decide on the approval of the merger agreement in accordance with § 13 para. 1, the documents referred to in § 63 para. 1 shall be used in the business area of the association for the purpose of the inspection of the To interpret members. The necessary interim balance sheets must be drawn up in accordance with § 63 (2) sentences 1 to 4. (2) The documents referred to in § 63 (1) shall be interpreted in the assembly of the supreme representation. § 64 (1) sentence 2 and paragraph 2 shall apply accordingly. (3) The merger decision of the supreme representation requires a majority of three quarters of the votes cast. The statutes may determine a greater majority and other requirements. Unofficial table of contents

Section 113 No judicial review

If only mutual insurance associations are involved in the merger, a judicial review of the exchange ratio of the memberships shall not take place.

Third Subsection
Merger by re-establishment

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Section 114 Applicable Rules

The provisions of the second sub-section shall apply mutatily to the merger by re-establishment, unless otherwise provided for in the following provisions. Unofficial table of contents

Section 115 Order of the members of the association

The boards of the transferring clubs have to appoint the first Supervisory Board of the new legal entity and the auditor for the first full-year or Rumpfish fiscal year. The order requires notarial appraisal. The Supervisory Board appoints the Board of Management. Unofficial table of contents

Section 116 Decisions of the top representations

(1) The statutes of the new legal entity and the appointment of its members of the Supervisory Board shall require the consent of the transferring clubs by means of merger decisions. Section 76 (2) and section 112 (3) shall apply accordingly. (2) The main content of the merger agreement shall be published in the notice of the agenda of an association. In the contract notice, the Management Board and the Supervisory Board, for the election of Supervisory Board members and auditors, only have the Supervisory Board to make proposals for decision-making. If the Supervisory Board also has to consist of members of the Supervisory Board of the employees, decisions of the Supervisory Board on proposals for the election of Supervisory Board members require only a majority of the votes of the Supervisory Board members of the members of the association. Unofficial table of contents

Section 117 Creation and Announcement of the new association

Prior to registration in the register, a new association as such does not exist. Anyone who acts on his behalf prior to the registration of the association is personally liable; act several, so they are liable as a total debtor.

Fourth subsection
Merger of smaller clubs

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Section 118 Applicable Provisions

The merger of smaller clubs within the meaning of Section 53 of the Insurance Supervision Act shall be subject to the provisions of the Second and Third Subsections accordingly. In the case of smaller clubs, the application for entry in the register shall be replaced by the application to the supervisory authority, and the notice in the Federal Gazette shall be replaced by the entry in the register and in the notice of its publication. in accordance with § 119. Unofficial table of contents

Section 119 Announcement of the merger

As soon as the merger has been approved by all the supervisory authorities involved, the supervisory authority responsible for the accepting smaller association shall, in the case of a merger by the new establishment of a smaller association, make the new one for the new The association responsible supervisory authority is aware of the merger and its approval in the Federal Gazette.

Ninth Section
Merger of capital companies with the assets of a single shareholder

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§ 120 Possession of merger

(1) If a merger is not possible under the provisions of the First to Eighth Sections, a capital company may be merged by way of admission with the assets of a shareholder or a shareholder, provided that all of the (2) In the determination of the conditions of the merger, the shares are held in the hands of the shareholder or shareholder. (2) In the case of the capital company, the shares are held in the hands of the shareholder or shareholder. Shareholders or shareholders. Unofficial table of contents

Section 121 Applicable Provisions

The capital company shall be subject to the provisions of the First and Second Part applicable to its legal form. Unofficial table of contents

Section 122 Registration in the Commercial Register

(1) A sole shareholder or sole shareholder not yet registered in the commercial register shall be entered in the commercial register in accordance with the provisions of the Commercial Code; § 18 (1) shall remain unaffected. (2) If an entry is not entered in the register of trade, the The effects referred to in § 20 shall be entered in the register of the registered office of the transferring capital company by the registration of the merger.

Tenth section
Cross-border mergers of capital companies

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Section 122a Cross-border merger

(1) A cross-border merger is a merger where at least one of the participating companies is the law of another Member State of the European Union or of another Contracting State of the Agreement on the European Union (2) The participation of a capital company (Section 3 (1) (2)) in a cross-border merger shall be governed by the provisions of Part One and the Second, Third and Fourth Section of the Second Part in accordance with the provisions of this Section unless otherwise provided in this Section. Unofficial table of contents

§ 122b Merger-capable companies

(1) In a cross-border merger, only capital companies within the meaning of Article 2 (1) of Directive 2005 /56/EC of the European Parliament and of the Council of 26 may be deemed to be transferring, acquiring or new companies. October 2005 on the merger of capital companies from different Member States (OJ L 327, 28.12.2005, p EU No 1), which have been established in accordance with the law of a Member State of the European Union or of another State Party to the Agreement on the European Economic Area and its registered office, its main administration or have their principal place of business in a Member State of the European Union or of another State Party to the Agreement on the European Economic Area. (2) A cross-border merger may not be involved:

1.

Cooperatives, even if they fall within the definition of Article 2 (1) of the Directive, in accordance with the law of another Member State of the European Union or of another State Party to the Agreement on the European Economic Area;

2.

Companies whose purpose is to jointly invest the funds allocated to them by the public in accordance with the principle of risk spreading and whose shares, at the request of the shareholders, directly or indirectly to the detriment of the assets of the shareholders Company shall be withdrawn or disbursed. Such withdrawals or disbursements are equivalent to acts by which such a company wishes to ensure that the stock exchange value of its shares does not differ significantly from its net asset value.

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Section 122c merger plan

(1) The representative body of a participating company shall, together with the representative bodies of the other participating companies, draw up a joint draft terms of merger. (2) The draft terms of merger or its draft shall be at least: Contain information:

1.

Legal form, company and registered office of the transferring and accepting or new company,

2.

the exchange ratio of the shares and, where appropriate, the amount of the cash contributions,

3.

the details of the transfer of the shares of the accepting or new company;

4.

the likely impact of the merger on employment,

5.

the date on which the shares of the shares are granted to the holders of the right to participate in the profit, and all the specific features which have an impact on this right,

6.

the date on which the acts of the transferring companies are deemed to have been carried out for the account of the accepting or new company in the light of the accounts (the date of the merger),

7.

the rights granted by the acquiring or new company to the shareholders and holders of securities other than those of special rights, or to the measures proposed for such persons,

8.

any special advantages granted to the experts examining the draft terms of the merger or to the members of the administrative, management, supervisory or supervisory bodies of the companies involved in the merger,

9.

the statutes of the accepting or new company,

10.

where appropriate, information on the procedure for regulating the details of the involvement of employees in the definition of their rights of participation in the company resulting from the cross-border merger,

11.

Information on the valuation of assets and liabilities transferred to the acquiring or new company,

12.

the closing date of the balance sheets of the companies involved in the merger, which shall be used to determine the conditions of the merger.

(3) In the event that all the shares of a transferring company are held in the hands of the accepting company, the information on the exchange of shares (2, 2, 3 and 5) shall be omitted insofar as they relate to the inclusion of this company. (4) The Merger plan must be notarized notarized. Unofficial table of contents

Section 122d Notice of the merger plan

The draft terms of merger or its draft shall be submitted to the register at the latest one month before the meeting of the shareholders, which shall decide on the approval of the draft terms and conditions in accordance with Section 13. In the notice pursuant to Section 10 of the Commercial Code, the Court of First Instance shall immediately disclose the following information:

1.

an indication that the merger plan or its draft has been submitted to the commercial register,

2.

Legal form, company and registered office of the companies involved in the cross-border merger,

3.

the registers in which the companies involved in the cross-border merger are registered and the relevant number of the registration,

4.

an indication of the procedures for the exercise of the rights of creditors and of the minority shareholders of the companies involved in the cross-border merger, and the address provided for in full information on the rights of creditors and the minority shareholders of the companies involved in the cross-border merger Modalities can be obtained free of charge.

The information to be disclosed shall be notified to the register when the draft terms of merger or its draft are submitted. Unofficial table of contents

§ 122e merger report

The merger report in accordance with § 8 shall also explain the effects of the cross-border merger on creditors and employees of the company involved in the merger. The merger report shall be submitted to the shareholders and to the relevant works council or, if there is no works council, to the employees of the company involved in the cross-border merger no later than one month before the date of the merger. Assembly of the shareholders, which is to decide on the approval of the draft terms of merger according to § 13, according to § 63 (1) no. 4. Section 8 (3) shall not apply. Unofficial table of contents

§ 122f merger review

The draft terms of merger or its draft shall be examined in accordance with § § 9 to 12; § 48 shall not be applied. The audit report must be submitted no later than one month before the assembly of the shareholders, which is to decide on the approval of the draft terms and conditions in accordance with Section 13. Unofficial table of contents

§ 122g Consent by the shareholders

(1) The shareholders may make their consent in accordance with § 13 dependent on the fact that the way in which the employees of the accepting or new company are co-determined is expressly confirmed by them. (2) All shares of a company shall be subject to the following conditions: In the hands of the accepting company, a merger decision of the shareholders of the transferring company is not required. Unofficial table of contents

§ 122h Improvement of the exchange ratio

(1) Paragraph 14 (2) and (15) shall apply to the shareholders of a transferring company only if the shareholders of the companies involved in the cross-border merger, which are governed by the law of another Member State of the European Union or any other Contracting State of the Agreement on the European Economic Area, whose legislation does not provide for a procedure for the control and alteration of the exchange ratio of the shares, in the merger decision (2) § 15 shall also apply to the shareholders of a shall be subject to the law of another Member State of the European Union or of another State Party to the Agreement on the European Economic Area, if, in accordance with the law of that State, a procedure for control and changes in the exchange ratio of the shares, and German courts are in charge of carrying out such a procedure internationally. Unofficial table of contents

§ 122i Offer of severance in the merger plan

(1) In the course of the merger plan or in its draft, the transferring company shall not be subject to German law, the transferring company shall have any shareholder who opts against the merger decision of the company. The company declares that the acquisition of its shares against a suitable cash settlement is to be offered. The provisions of the German Stock Corporation Act concerning the acquisition of treasury shares as well as of the law relating to companies with limited liability for the acquisition of their own shares are applicable, however, § 71 (4) sentence 2 of the German Stock Corporation Act (AktG) and § 33 (2) sentence 3, second half-sentence, the first alternative to the law on limited liability companies in so far as it does not apply. § 29 (1) sentence 4 and 5 as well as para. 2 and § § 30, 31 and 33 shall apply accordingly. (2) § § 32 and 34 shall apply to the shareholders of a transferring company only if the shareholders of the cross-border merger participating companies which are governed by the law of another Member State of the European Union or of another State Party to the Agreement on the European Economic Area, the legislation of which is subject to a procedure for the severance of Do not provide for minority shareholders, expressly agree to the merger decision . § 34 shall also apply to shareholders of a transferring company governed by the law of another Member State of the European Union or of another State Party to the Agreement on the European Economic Area if, in accordance with the law, This State is provided with a procedure for the severance of minority shareholders and German courts are responsible for carrying out such a procedure internationally. Unofficial table of contents

§ 122j Protection of the creditors of the transferring company

(1) The accepting or new company is not subject to German law and is to be provided with security to the creditors of a transferring company, insofar as they are not able to demand satisfaction. However, this right shall only be granted to creditors if, within two months of the date on which the draft terms of merger or its draft have been disclosed, they declare their right to the ground and in their amount in writing and make it credible that: the merger shall jeopardize the performance of its claim. (2) The right to guarantee the security referred to in paragraph 1 shall be subject to creditors only with a view to such claims, which shall be made before or up to 15 days after the date of publication of the draft terms of merger or of his design. Unofficial table of contents

Section 122k merger certificate

(1) The representative body of a transferring company must notify the existence of the conditions for the cross-border merger in respect of the cross-border merger in the register of the registered office of the company. § 16 (2) and (3) and (17) shall apply accordingly. The members of the representative body shall have to make insurance that all creditors who are entitled to security in accordance with § 122j have been given adequate security. (2) The court shall examine whether the company is responsible for the security of the company's security. The conditions for the cross-border merger shall be met and shall be accompanied by a certificate (merger certificate) without delay. The merger certificate shall be subject to the notification of the registration of the merger in the register. The registration shall be marked with the indication that the cross-border merger takes effect under the conditions of the law of the State to which the acquiring or new company is subject. The merger certificate may only be issued if the insurance referred to in the third sentence of paragraph 1 is insured. In the case of a conciliation procedure, this shall be indicated in the draft terms of the merger. (3) The representative body of the company shall, within six months of its issuance, have the merger certificate together with the draft terms of merger to the competent authority of the State whose law is subject to the acquiring or new company. (4) After receipt of a communication from the register in which the acquiring or new company is registered, on the effective date of the Merger shall have the date of the day of the seat of the transferring company of the date of effect, and to transmit the electronic documents retained by it to that register. Unofficial table of contents

Section 122l Registration of the cross-border merger

(1) In the event of a merger through admission, the representative body of the accepting company shall have the merger and, in the event of a merger by re-establishment, the representative bodies of the transferring companies shall have the new company in place. To register in the register of the registered office of the company. The notification shall be accompanied by the merger certificates of all the merging companies, the joint merger plan and, where appropriate, the agreement on the participation of the employees. The merger certificates may not be older than six months; § 16 (2) and (3) and § 17 shall not apply to the transferring companies. (2) The examination of the conditions of entry shall cover, in particular, whether the Shareholders of all companies involved in the cross-border merger have agreed to a common, identical merger plan and, where appropriate, whether an agreement on the participation of the employees is concluded . (3) The court of the seat of the accepting or new A company must notify the date of registration of the merger of its own because of each register in which one of the companies transferring the merger had to file their documents.

Third book
Fission

Part one
General provisions

First section
Possibility of division

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§ 123 Types of division

(1) A legal entity (transmitting legal entity) may split its assets under resolution without liquidation

1.

for inclusion by the simultaneous transfer of assets as a whole to other existing entities (receiving entities); or

2.

for the re-establishment by simultaneous transfer of the assets in each case as a whole to other new legal entities established by it

against the granting of shares or memberships of such entities to the shareholders of the transferable legal entity (split). (2) A legal entity (transferring legal entity) may split a part or several parts from its assets

1.

for inclusion by the transfer of this part or parts as a whole, to an existing or a number of existing entities (receiving entities), or

2.

for the re-establishment by the transfer of this part or parts as a whole, to one or more new or established new entities established by it

against the granting of shares or memberships of this legal entity or entities to the shareholders of the transferable legal entity (secession). (3) A legal entity (transferable legal entity) may, from its assets, be entitled to a part or dissection multiple parts

1.

for inclusion by the transfer of this part or parts as a whole, to an existing or a number of existing entities (receiving entities), or

2.

for the re-establishment by the transfer of this part or parts as a whole, to one or more new or established new entities established by it

(4) The division may also be effected by simultaneous transfer to existing and new legal entities. Unofficial table of contents

Section 124 Eligible Legal Entities

(1) The entities referred to in Article 3 (1) and as transmitting entities may, in the event of a split or secession, be the legal entities referred to in Article 3 (1) and economic associations, and may be subject to a breakdown as: , transferring, accepting or new entities the entities referred to in § 3 (1), as well as as transferring entities, economic associations, individual traders, foundations and regional or local authorities or associations of (2) § 3 (3) and (4) shall apply to the following: Fission accordingly. Unofficial table of contents

Section 125 Applicable Rules

The divisions are the provisions of Part One and the First to ninth sections of Part II of the Second Book, with the exception of Article 9 (2) and Article 62 (5), in the case of secession and dissociation, with the exception of § 18, and to apply accordingly with the exception of § 14 (2) and § § 15, 29 to 34, 54, 68 and 71, insofar as nothing else is obtained from this book. An examination within the meaning of § § 9 to 12 does not take place in the case of a spin-off. The transferring entities shall be replaced by the transferable legal entity, the accepting or new legal entity shall be replaced by the accepting or new legal entities.

Second section
Splitting to take up

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Section 126 Content of the Tissue and Takeover Contract

(1) The contract or draft agreement must contain at least the following information:

1.

the name or the firm and the registered office of the entities involved in the division;

2.

the agreement on the transfer of the parts of the assets of the transferable legal entity as a whole against the granting of shares or memberships to the accepting entities;

3.

in the event of secession and secession, the exchange ratio of the shares and, where appropriate, the amount of the cash payment or information on the membership of the accepting entities;

4.

in the event of secession and secession, the details of the transfer of the shares of the acquiring entities or of the acquisition of membership of the accepting entities;

5.

the date from which such shares or membership shall be entitled to a share of the balance sheet profit, and any special features related to that claim;

6.

the date on which the acts of the transferable legal entity are deemed to have been carried out on behalf of each of the accepting entities (the date of the split date);

7.

the rights granted to individual shareholders and to holders of special rights such as shares without the right to vote, preferred shares, multi-voting shares, debt securities and the rights of the property, or the rights granted to such persons measures provided for;

8.

any particular advantage granted to a member of a representative body or of a supervisory body of the entities involved in the division, to a managing partner, to a partner, to a statutory auditor or to a division auditor ;

9.

the exact designation and distribution of assets and liabilities transferred to each of the accepting entities, as well as of the merging holdings and parts of the holding, and shall be assigned to the accepting entities;

10.

in the event of secession and secession, the division of the shares or memberships of each of the entities concerned to the shareholders of the transferable legal entity and the scale of the distribution;

11.

the consequences of the division for workers and their representations, as well as the measures to that effect.

(2) Where a special type of designation is intended for the transfer of objects in the case of individual succession in the general rules, those rules shall also apply to the description of the assets of the active and the Passive assets (paragraph 1 (9)). § 28 of the basic book order must be observed. In addition, documents such as balance sheets and inventories can be referred to, the content of which allows the individual object to be allocated; the documents must be attached to the contract of division and acquisition as annexes. (3) The contract or its The draft shall be submitted no later than one month before the day of the meeting of the shareholders of each of the entities concerned, which shall, in accordance with Section 125 in conjunction with Section 13 (1), decide on the agreement to the splitting and takeover contract, the competent authority the works council of this legal entity. Unofficial table of contents

§ 127 Spission Report

The representative bodies of each of the entities involved in the division shall report a detailed written report in which the division, contract or draft in detail, and in particular the division and secession, shall be: The exchange ratio of the shares or the information on the membership of the accepting entities, the scale for their allocation and the amount of a cash settlement to be offered shall be explained and justified in a legal and economic way. (fission report); the report may also be shared by the representative bodies will be reimbursed § 8 (1) sentences 2 to 4, (2) and (3) shall apply accordingly. Unofficial table of contents

Section 128 Assent for division in special cases

Where, in the event of a split or split, the shares or memberships of the receiving entities are not allocated to the shareholders of the transferable legal entity in proportion to their participation in the transferring entity , the transfer and transfer agreement shall be effective only if all the shareholders of the transferable legal entity agree to it. In the event of a split, the calculation of the equity ratio of the part of the assets to be transferred shall be based on the calculation of the equity ratio. Unofficial table of contents

Section 129 Registration of division

In order to register the division, the representative body of each of the accepting entities is also entitled to do so. Unofficial table of contents

Section 130 Registration of division

(1) The division may not be entered in the register of the registered office of the transferable legal entity until it has been registered in the register of the registered office of each of the accepting entities. The entry in the register of the registered office of each of the accepting entities shall be marked by the fact that the division shall not take effect until the entry in the register of the registered office of the transferable entity, provided that the entries in the register are in the register of the registered office of the transferor of the right-wing. (2) The court of the seat of the transferable legal entity shall, on its own account, inform the court of the seat of each of the accepting entities the date of the registration of the division as well as a register extract and the social contract, the partnership contract, or The statutes of the transferable legal entity shall be transmitted in copy, as an expression or by electronic means. After receipt of the notification, the court of the registered office of each of the accepting entities shall, on the grounds of the date of registration of the division, record the division in the register of the registered office of the transferable legal entity. Unofficial table of contents

Section 131 Effects of registration

(1) The registration of the division into the register of the registered office of the transfer legal entity shall have the following effects:

1.

The assets of the transferable entity, in the case of secession and dissociation of the split or outsourced part, or the parts of the assets, including liabilities, which have been divided or broken down, shall go in accordance with the assets of the The splitting and acquisition agreement shall be allocated as a whole to the accepting entities.

2.

In the case of secession, the transferable legal entity shall be replaced by the transfer. There is no need for special deletion.

3.

In the event of secession and secession, the shareholders of the transferable legal entity shall be the shareholders of the entities involved, in accordance with the distribution of the shares in the division and the takeover contract; this shall not apply to the extent to which the person receiving the transfer is entitled to A legal entity or a third party acting on its own behalf, but on behalf of that legal entity, is the shareholder of the transfer legal entity, or the transfer entity holds its own shares, or a third party, acting on its own behalf, , however, for the account of this legal entity, the shareholder is a shareholder. Rights of third parties in the shares or memberships of the transferring legal entity shall pass on to the shares or memberships of the accepting entities which are to be held in their place. In the event of a breakdown, the transferable legal entity shall be the shareholder of the accepting entities in accordance with the contract of distribution and acceptance.

4.

The lack of the notarial assessment of the contract for the transfer and acceptance of the agreement and, where applicable, the necessary consents or waivers of individual shareholders shall be healed.

(2) Defects of the division are not affected by the effects of the registration in accordance with paragraph 1. (3) In the event of a split, an object in the contract has not been allocated to any of the accepting entities and the allocation cannot be determined by interpretation of the , the subject-matter shall be determined by all the accepting entities in the ratio resulting from the contract for the division of the surplus of the assets side of the final balance sheet over its liabilities side; is an allocation of the If an object is not possible to several entities, its equivalent value shall be specified in the Relationship to be distributed. Unofficial table of contents

§ 132 (omitted)

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Section 133 Protection of creditors and holders of special rights

(1) For the liabilities of the transferable legal entity, which have been established before the division becomes effective, the legal entities involved in the division shall be liable as total debtors. § § 25, 26 and 28 of the Commercial Code as well as § 125 in conjunction with § 22 remain unaffected; for security performance, only the legal entity involved in the division is obligated against which the claim is directed. (2) For the fulfillment of the Obligation in accordance with § 125 in conjunction with § 23 shall be liable to the legal entities involved in the division as total debtors. In the event of secession and dissociation, the equivalent rights within the meaning of § 125 in conjunction with Section 23 may also be granted in the transferable legal entity. (3) Those entities to which the liabilities referred to in the first sentence of paragraph 1 in the division and the transfer contract, they shall be liable for these liabilities if they are due after the break-up period of five years after the split and claims against them in accordance with Section 197 (1) (3) to (5) of the Civil Code or a judicial or administrative enforcement action , in the case of public service obligations, the adoption of an administrative act shall be sufficient. The time limit referred to in the first sentence of the first sentence shall be ten years for pension obligations under the law of the company before the division becomes effective. (4) The period shall begin on the date on which the entry of the division into the register of the The registered office of the transferable legal entity pursuant to § 125 has been made known in conjunction with Section 19 (3). § § 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code, which apply to the statute of limitations, must be applied accordingly. (5) A determination in a kind referred to in § 197 (1) (3) to (5) of the Civil Code requires not, in so far as the entities referred to in paragraph 3 have recognized the claim in writing. (6) The claims referred to in paragraph 2 shall be granted in five years ' time. The first sentence of paragraph 4 shall apply mutatily for the beginning of the limitation period. Unofficial table of contents

Section 134 Protection of creditors in special cases

(1) A legal entity shall divide its assets in such a way that the assets necessary for the management of a holding essentially transfer to one or more acquiring or several new entities or to a new or more new entity , and the activity of that legal entity or entities is essentially limited to the management of those assets (investment company), while the transferor of the assets is responsible for the management of the assets of the entity or entities shall be left to use for use (operating company), and shall be applied to the In the interests of the same persons, the investment company shall also be liable for the claims of the employees of the operating company as a total debtor, who shall, within five years of the date of action, be taken into account. Division on the basis of § § 111 to 113 of the German Works Constitution Act (Betriebsverfassungsgesetz). This shall also apply if the assets remain in the case of the transferring entity and are left to the accepting or new legal entity or the accepting or new entities to be used. (2) The joint and several liability (3) For claims against the investment company referred to in paragraphs 1 and 2, § 133 (3) sentence 1, (4) and (5) shall apply. Accordingly, with the proviso that the period shall be five years in accordance with the first sentence of Article 133 (4) shall begin.

Third Section
Fission for re-establishment

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Section 135 Applicable Provisions

(1) The provisions of the Second Section shall apply mutadentially to the division of a legal entity for the purpose of re-founding, but with the exception of sections 129 and 130 (2) and the § § 4, 7 and 16 (1) and § § 125 according to § 125. 27. The new entities are replaced by the new entities, and the entry of the division in the register of each of the accepting entities shall be replaced by the entry of each of the new entities into the register. (2) The creation of the new legal entities shall be subject to the founding rules applicable to the respective legal form of the new legal entity, unless otherwise provided for in this book. The founders shall be the same as the transferor of the rights. Rules that require a minimum number of founders to be established should not be applied. Unofficial table of contents

Section 136 gap plan

The representative body of the transferable legal entity shall draw up a division plan. The fission plan replaces the gap and takeover agreement. Unofficial table of contents

Section 137 Registration and registration of the new legal entities and the division

(1) The representative body of the transferable legal entity shall notify each of the new entities in the court in whose district it is to be established for registration in the register. (2) The representative body of the transferable legal entity shall have (3) The Court of the seat of each of the new entities has, on its own motion, the day of the registration of the transferable legal entity, the date of registration of the transferor of the place of residence of the transferor of the right to be registered. new legal entity. After receipt of the communications for all new entities, the court of the seat of the transferable legal entity shall enter the division and, on its own account, the date of registration of the courts of the seat of each of the new entities as well as a register statement and the social contract, the partnership contract or the statutes of the transferable legal entity, in transcript, as an expression or electronically. The date of the registration of the division shall be entered in the registers of the registered office of each of the new entities on its own account; notices of registration of the new legal entities provided for by law shall not be allowed until after that date.

Part two
Special provisions

First section
Fission with the participation of limited liability companies

Unofficial table of contents

Section 138.

A factual report (Section 5 (4) of the Law on Companies with Limited Liability) is always required. Unofficial table of contents

Section 139 Herabating of the capital stock

Where a reduction in the share capital of a transferring company with limited liability is necessary for the purpose of splitting off or outsourcing, it may also be carried out in a simplified form. If the share capital is reduced, the secession or the breakdown may be entered only after the reduction in the share capital has been entered in the register. Unofficial table of contents

Section 140 Registration of secession or breakdown

In the application of the division or the breakdown for entry in the register of the registered office of a transferring company with limited liability, its managing directors also have to declare that the law and the social contract , the conditions laid down for the establishment of this company, taking into account the secession or the breakdown at the time of notification.

Second section
Split with the participation of limited liability companies and limited partnerships

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Section 141 Exclusion of division

A public limited company or a limited partnership on shares not yet entered in the register for two years may not be split except by means of a spin-off for the re-establishment of shares. Unofficial table of contents

Section 142 split with capital increase, fission report

(1) § 69 shall apply with the proviso that an examination of the facts of the facts pursuant to Section 183 (3) of the German Stock Corporation Act has always been accepted. (2) The report on the examination of the contributions in kind shall, where appropriate, be included in the report on the In accordance with Section 183 (3) of the German Stock Corporation Act and the register in which this report is to be filed, it should be pointed out. Unofficial table of contents

Section 143 Proportional Division for the Reformation

If shares are granted to the newly founded public limited liability company or to the newly founded public limited liability companies (section 123 (1) (2), point 2 (2)), in proportion to the shareholds ' participation in the company which is being transferred, § § 8 to 12 and 63 (1) (3) to (5) shall not apply.

Footnote

(+ + + § 143: For application, see § 321 + + +) Unofficial table of contents

Section 144 Founding Report and Green Examination

A founding report (§ 32 of the German Stock Corporation Act) and a founding review (Section 33 (2) of the German Stock Corporation Act) are always required. Unofficial table of contents

Section 145 lowering of the share capital

If a reduction in the share capital of a joint stock company or a limited partnership on shares is necessary to carry out the secession or the breakdown, the share capital may also be made in a simplified form. If the share capital is reduced, the secession or the breakdown may be entered only after the implementation of the reduction in the share capital has been entered in the register. Unofficial table of contents

Section 146 Registration of secession or dissociation

(1) In the case of the filing of the secession or the breakdown for registration in the register of the registered office of a transferring company, the board of directors or a limited company on shares has authorized the shares to be represented in the register. The person liable to be personally liable shall also declare that the conditions laid down by law and the statutes for the establishment of this company, taking into account the secession or the breakdown, are available at the time of notification. (2) The registration of the secession or the breakdown shall be without the otherwise shall also be accompanied by the following:

1.

the split report in accordance with section 127;

2.

in the event of secession, the examination report in accordance with § 125 in conjunction with § 12.

Third Section
Fission with the participation of registered cooperatives

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Section 147 Posability of division

The division of a legal entity of another legal form to the inclusion of parts of its assets by a registered cooperative can only be effected if a necessary change in the statutes of the accepting cooperative is simultaneously effected with the Fission is decided. Unofficial table of contents

Section 148 Registration of secession or dissociation

(1) In the case of the declaration of secession or of the breakdown for registration in the register of the registered office of a transferring cooperative, its board of directors must also declare that the conditions for the establishment provided for by the law and the statutes shall be: of this cooperative, taking into account the secession or the breakdown at the time of notification. (2) In addition to the documents otherwise required, the notification of the secession or the breakdown shall also be accompanied by:

1.

the split report in accordance with section 127;

2.

the examination report in accordance with § 125 in conjunction with § 81.

Fourth Section
Fission with the participation of legally active associations

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Section 149 The possibility of division

(1) A legally competent association can only participate in a division if the statutes of the association or regulations of the national law do not conflict. (2) A registered association can only act as an accepting entity by way of division other than other Registered associations or establish a registered association with them.

Fifth Section
Splitting with the participation of cooperative examination associations

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§ 150 The possibility of division

The splitting up of cooperative examination associations or the splitting or dissociation of parts of such an association can only be carried out for the purpose of receiving the parts of a federation (transferring association) by another association (the association of the association), the breakdown is also to be carried out for the purpose of receiving parts of the association by one or the reestablishment of a capital company.

Sixth Section
Split with the participation of insurance associations on reciprocity

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Section 151 Posability of division

The division, involving mutual insurance associations, may be effected only by splitting or splitting up and only in such a way that the parts of a transferring association apply to other existing or new insurance associations. reciprocity or transfer to insurance companies. A mutual insurance association may also, by way of breakdown, transfer a part of the assets to an existing or new limited liability company, or an existing or new public limited liability company, provided that it does not include: Transfer of insurance contracts.

Seventh Section
Breakdown of the assets of a single businessman

First subsection
Possibility of outsourcing

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Section 152 accepting or new legal entities

The breakdown of the undertaking operated by an individual businessman whose company is registered in the commercial register or of parts thereof from the property of that merchant may only be used for the purpose of receiving this undertaking or parts thereof. Companies are made by partnerships, corporations, or registered cooperatives or by the reestablishment of corporations. It cannot be carried out if the individual businessman's liabilities exceed his assets.

Second subsection
Inclusion for inclusion

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Section 153 Breakdown Report

A breakdown report is not required for the individual businessman. Unofficial table of contents

Section 154 Registration of the outsourcing

The court of the registered office of the individual businessman shall refuse the registration of the breakdown even if it is clear that the individual businessman's liabilities exceed his assets. Unofficial table of contents

§ 155 Effects of the outsourcing

If the breakdown covers the entire company of the individual businessman, the registration of the breakdown according to § 131 shall result in the erasing of the company managed by the individual businessman. The extinguisher of the company shall be entered in the register on its own merits. Unofficial table of contents

§ 156 Liability of the individual businessman

As a result of the transfer of liabilities to acquiring or new companies, the individual businessman is not exempted from liability for the liabilities. § 418 of the Civil Code shall not apply. Unofficial table of contents

Section 157 Time limit of liability for transferred liabilities

(1) The individual businessman shall be liable for the liabilities listed in the contractual and acceptance contract if they are due after the expiration of five years after the breakdown and from that claim against him in one of the obligations listed in § 197 (1) No. 3 to 5 of the In the case of public-law liabilities, the adoption of an administrative act is sufficient. A liability of the individual businessman as a shareholder of the receiving legal entity in accordance with Section 128 of the Commercial Code shall remain unaffected. (2) The period shall begin with the date on which the entry of the breakdown into the register of the registered office of the A single businessman has been made known in accordance with § 125 in conjunction with Section 19 (3). § § 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code, which apply to the statute of limitations, must be applied accordingly. (3) A determination in a kind referred to in § 197 (1) (3) to (5) of the Civil Code shall be required (4) The provisions of paragraphs 1 to 3 shall also apply where the individual businessman is acting in the legal carrier of another legal form.

Third Subsection
Spin-off breakdown

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Section 158 Applicable Rules

The provisions of the second sub-section shall apply mutas to the spin-off of the re-establishment in so far as nothing else is apparent from this subsection. Unofficial table of contents

§ 159 Foundation Report, Founding Report and Green Audit

(1) Section 58 (1) of the Foundation Report (Section 5 (4) of the Law on Companies with Limited Liability) is to be applied accordingly to the Founding Report (Section 32 of the German Stock Corporation Act) § 75 (1). (2) In the event of the creation of a Aktiengesellschaft or a limited company on shares have the examination by the members of the Executive Board and the Supervisory Board (Section 33 (1) of the German Stock Corporation Act) as well as the examination by one or more auditors (Section 33 (2) of the German Stock Corporation Act) shall also cover whether the liabilities of the individual businessman shall be his assets (3) In order to determine whether the individual businessman's liabilities exceed his assets, the individual businessman shall submit to the examiners a statement in which his assets are compared with his liabilities. The list shall be broken down as far as is necessary for the examination. The second sentence of Article 320 (1) and (2), first sentence, of the Commercial Code shall apply mutatily if there is reason to believe that assets listed in the list have been overvalued or liabilities have not been fully or not fully listed. . Unofficial table of contents

Section 160 Registration and registration

(1) The application in accordance with § 137 (1) shall be made by the individual businessman and the managing directors or the members of the executive board and the supervisory board of a new company. (2) The registration of the company shall be rejected if the Liabilities of the individual businessman exceed his assets.

Eighth section
Breakdown of assets of legal foundations

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Section 161 possibility of outsourcing

The breakdown of the undertaking operated by a legal foundation (Section 80 of the Civil Code) or of parts thereof from the assets of this Foundation may only be used for the purpose of including this undertaking or parts of that undertaking. by partnerships of partnerships or by corporations or by the creation of capital companies. Unofficial table of contents

Section 162 Breakdown Report

(1) A breakdown report is only required if the breakdown in accordance with § 164 (1) requires the state approval or if it depends on its consent in the lifetime of the founder. (2) To the extent that according to § 164 (1) the outsourcing of the government approval or the consent of the founder is required, the breakdown report shall be submitted to the competent authority and the founder. Unofficial table of contents

Section 163 Decision on the Treaty

(1) The provisions of the Foundation's right to take decisions on changes in statutes must be applied accordingly to the exclusion decision. (2) If the foundation law to be applied in accordance with paragraph 1 does not determine otherwise, the Exclusion decision taken unanimously by the institution responsible for making decisions on amendments to the statutes of the statutes or, if such a body is not determined, by the Executive Board of the Foundation. (3) The decision and the assent shall be adopted by the paragraphs 1 and 2 shall be notarially assessed. Unofficial table of contents

Section 164 Approval of the breakdown

(1) The breakdown shall be subject to the state authorization provided that the Foundation's right provides for this. (2) In so far as the outsourcing referred to in paragraph 1 does not require the authorization of the State, the Court of the seat of the Foundation shall have the registration of the Disconnection even if it is obvious that the Foundation's liabilities exceed its assets. Unofficial table of contents

Section 165 Foundation report and founding report

§ 5 (4) of the Law on Companies with Limited Liability) is to be applied in accordance with Section 58 (1) of the Act on the Founding Report (Section 32 of the German Stock Corporation Act), Section 75 (1). Unofficial table of contents

§ 166 Liability of the Foundation

Through the transfer of liabilities to accepting or new companies, the Foundation shall not be exempted from liability for the liabilities. § 418 of the Civil Code shall not apply. Unofficial table of contents

Section 167 Time limit of liability for transferred liabilities

§ 157 shall apply mutationally to the time limitation of the liability of the Foundation for the liabilities listed in the Settlement and Takeover Contract.

Ninth Section
Breakdown of the assets of local authorities or associations of local authorities

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§ 168 possibility of outsourcing

The breakdown of a company which is operated by a local authority or by a concentration of local authorities which is not a local authority may be taken from the assets of that entity or of this concentration. only for the purpose of receiving this undertaking by a commercial company, a capital company or a registered cooperative, or for the purpose of establishing a capital company or a registered cooperative, and only then, if the federal government, which is responsible for the body or the concentration, or national law of a spin-off. Unofficial table of contents

Section 169 Breakdown Report, exclusion decision

A breakdown report is not required for the body or the concentration. The organizational law of the body or of the association determines whether and under which conditions an exclusion decision is required. Unofficial table of contents

Section 170 Foundation report and founding report

§ 5 (4) of the Law on Companies with Limited Liability) is to be applied in accordance with Section 58 (1) of the Act on the Founding Report (Section 32 of the German Stock Corporation Act), Section 75 (1). Unofficial table of contents

Section 171 Reaction of the breakdown

The effects of the breakdown in accordance with § 131 shall enter into the register of the registered office of the accepting legal entity or with the registration of the new legal entity. Unofficial table of contents

Section 172 Liability of the body or the association

The transfer of liabilities to the accepting or new legal entities does not exempt the corporation or the merger from liability for the liabilities. § 418 of the Civil Code shall not apply. Unofficial table of contents

Section 173 Time limit of liability for transferred liabilities

§ 157 shall apply accordingly to the time limitation of the liability for the liabilities listed in the outsourcing and acquisition agreement.

Fourth book
Transfer of assets

Part one
Possibility of transfer of assets

Unofficial table of contents

§ 174 Types of transfer of assets

(1) A legal entity (transferring legal entity) may, without liquidation, be able to transfer its assets as a whole to another existing legal entity (the transfer of legal entities) against the granting of a consideration to the shareholders of the (2) A legal entity (transferring legal entity) may be transferred (transfer). (2)

1.

, without liquidation, split its assets by simultaneous transfer of assets as a whole to other existing entities,

2.

a part or a number of parts of its assets shall be split by the transfer of this part or parts as a whole to one or more existing entities, or

3.

from its assets, a part or a number of parts by transferring this part or parts as a whole to one or more existing legal entities

against the grant of the consideration referred to in paragraph 1, in the cases referred to in point 1 or 2, to the shareholders of the transferable legal entity, in the case of point 3 to the transferable legal entity (partial transfer). Unofficial table of contents

Section 175 Parties involved in legal proceedings

A full transmission is possible or partial transmissions are only possible

1.

from a capital company to the federal government, to a country, to a local authority or to a federation of local authorities;

2.

a)

from an insurance company to mutual insurance associations or to public-sector insurance undertakings;

b)

from an insurance association on a reciprocal basis to insurance companies or to public-sector insurance undertakings;

c)

from a public-sector insurance undertaking to insurance companies or to mutual insurance associations.

Part two
Transfer of the assets or assets of a capital company to the public sector

First section
Full transmission

Unofficial table of contents

Section 176 Application of the merger rules

(1) In the case of a full transfer pursuant to Section 175 (1), the relevant provisions of the Second Book shall be applied to the transferring capital company in accordance with each of the provisions of the Second Book applicable to the merger by the inclusion of such a transferring company; unless otherwise provided by the following provisions. (2) The information provided in the transfer contract in accordance with § 5 (1) no. 4, 5 and 7 shall be deleted. The register of the registered office of the transferring company shall be replaced by the register of the registered office of the accepting legal entity. The exchange ratio of the shares shall be replaced by the nature and amount of the consideration. The right to a cash settlement shall be replaced by the right to claim cash; § 29 (1), § 30 and § 34 shall apply accordingly. (3) With the registration of the transfer of assets into the commercial register of the registered office of the transferring company their assets, including liabilities, shall be transferred to the accepting entity. The transferring company shall be extinguished; no special cancellation shall be required. (4) The participation of the accepting legal entity in the transfer of assets shall be governed by the rules applicable to it.

Second section
Partial Transfer

Unofficial table of contents

Section 177 Application of the provisions of the cleavage

(1) In the case of a partial transfer pursuant to Article 175 (1), the transferring capital company shall be the provisions of the third book applicable to the division, secession or breakdown of the transfer of parts of such a transferring company. (2) § 176 (2) to (4) shall apply accordingly. (2) The provisions of Section 176 (2) to (4) shall apply accordingly. Section 126 (1) no. 4, 5, 7 and 10 shall be replaced by Section 5 (1) (4), (5) and (7).

Part Three
Transfer of assets under insurance undertakings

First section
Transfer of the assets of a joint-stock company to mutual or public insurance insurance companies

First subsection
Full transmission

Unofficial table of contents

Section 178 Application of the merger rules

(1) In the case of a full transfer pursuant to section 175 (2) (a), the legal entities involved shall be the parties involved in the merger by the inclusion of a public limited liability company and the participating insurance associations in the case of the merger. (2) § 176 (2) to (4) shall apply accordingly. (3) The provisions of the second book shall apply accordingly. (3) This shall apply to a receiving public service Insurance undertakings shall determine whether the contract shall be governed by the Transfer of assets to its effectiveness shall also be subject to the consent of a person other than the body of the public insurance undertaking authorised to represent it, or to any other body, and to what needs the consent is required.

Second subsection
Partial Transfer

Unofficial table of contents

Section 179 Application of the fission rules

(1) In the case of a partial transfer pursuant to Article 175 (2) (a), the entities involved shall be responsible for the splitting, secession or dissociation of the shares of a public limited liability company and of the insurance companies receiving the transfer. Reciprocity in the case of the splitting, secession or breakdown of assets of the third book and the provisions of the Second Book which are declared to be applicable there for the comparable operation shall apply accordingly, unless otherwise specified in the following provisions: (2) § 176 (2) to (4) and Section 178 (3) shall apply accordingly.

Second section
Transfer of the assets of an insurance association on a reciprocal basis to public limited liability companies or public-sector insurance undertakings

First subsection
Full transmission

Unofficial table of contents

Section 180 Application of the merger rules

(1) In the case of a full transfer pursuant to section 175 (2) (b), the legal entities involved shall be those concerned for the merger by the inclusion of an insurance association and the participating companies in each case in the case of the merger. (2) § 176 (2) to (4) and § 178 (3) shall apply accordingly. (3) If a member or a third party has been appointed after the Statutes of the association an inexcusable right to the settlement surplus or a part thereof, so the decision on the transfer of assets shall be subject to the consent of the Member or the third party; the consent must be notarized. Unofficial table of contents

Section 181 Granting of consideration

(1) The receiving entity is obliged to grant an appropriate consideration if, taking into account the assets and earnings situation of the transferring association at the time of the decision making of the supreme representation, this is the responsibility of the (2) In the decision which consented to the transfer agreement, it must be determined that the distribution of the consideration of each member to the association has been taken into account for at least three months before the decision has been taken; has been heard. In addition, the decision shall set the standards according to which the consideration shall be distributed among the members. (3) Each authorized member shall receive a compensation of the same amount. A different distribution can only be set according to one or more of the following scales:

1.

the amount of the insurance sum,

2.

the amount of contributions,

3.

the level of cover provision in life assurance,

4.

the scale of the distribution of the surplus in the association's statutes,

5.

the standard for the distribution of assets in the association's statutes,

6.

the duration of membership.

(4) If a consideration has not been agreed in accordance with paragraph 1, it shall be determined on request by the court; § 30 (1) and § 34 shall apply accordingly. Unofficial table of contents

Section 182 Information of Members

As soon as the transfer of assets has become effective, the representative body of the accepting legal entity shall have all the members who have been a member of the association for at least three months before the decision of the supreme representation on the transfer of assets. to communicate the text of the Treaty in text form. The notification shall indicate the possibility of requiring the judicial provision of the appropriate consideration. Unofficial table of contents

Section 183 Order of a trustee

(1) If a consideration has been agreed upon for the transfer of assets, the transferring association shall appoint a trustee for the reception of such a trustee. The transfer of assets may not be registered until the trustee has indicated to the court that it is in the possession of the consideration. (2) In accordance with Section 181 (4) of the court of law, the court of law shall determine the consideration, and it shall, on its own behalf, have a trustee for the purpose of the Reception to order. The consideration shall be equal to the members who have been a member of the association for at least three months prior to the decision of the supreme representation on the transfer of assets. Section 26 (4) shall apply accordingly.

Second subsection
Partial Transfer

Unofficial table of contents

Section 184 Application of the fission rules

(1) In the case of a partial transfer in accordance with Article 175 (2) (b), the entities involved shall be those responsible for splitting, secession or outsourcing of parts of an insurance association on a reciprocal basis and those for receiving Public limited liability companies in the case of splitting, secession or spin-off of the third book and the provisions of the second book declared to be applicable there for the comparable operation in accordance with shall apply unless otherwise provided by the following provisions. (2) § 176 (2) bis (2) bis (2) bis (2) 4 and section 178 (3) shall apply accordingly.

Third Section
Transfer of the assets of a smaller mutual insurance association to a public limited liability company or to a public-law insurance undertaking

Unofficial table of contents

Section 185 The possibility of transfer of assets

A smaller mutual insurance association can only transfer its assets to an insurance company or to a public-law insurance company by means of a full transfer. Unofficial table of contents

Section 186 Applicable Rules

The transfer of assets shall be subject to the provisions of the second section. In the case of smaller clubs, the application for entry in the register shall be replaced by the application to the supervisory authority, and the notice in the Federal Gazette shall be replaced by the entry in the register and in the notice of its publication. according to § 187. Unofficial table of contents

Section 187 Announcement of the transfer of assets

As soon as the transfer of assets has been approved by all the supervisory authorities involved, the transfer of assets to a public-law insurance undertaking shall be the responsibility of the smaller club responsible for the transfer of the asset. Supervisory authority is aware of the transfer of assets and their approval in the Federal Gazette.

Fourth Section
Transfer of the assets of a public-service insurance undertaking to public limited companies or mutual insurance associations

First subsection
Full transmission

Unofficial table of contents

Section 188 Application of the merger rules

(1) In the case of a full transfer pursuant to section 175 (2) (c), the provisions of the Second Book, which apply to the merger by inclusion, and to the transferring insurance undertaking § 176 (3) shall apply to the accepting entities. (2) § 176 (2) and (4) and Section 178 (3) shall apply accordingly. (3) The registration for entry in the Register shall be replaced by the following: public-law insurance undertakings of the application to the supervisory authority for approval, to which Place of entry in the register and the notice of publication of the contract notice in accordance with the second sentence. The supervisory authority responsible for the public-law insurance undertaking shall, as soon as the transfer of the assets of all the parties concerned, make Supervisory authorities have been approved, the transfer and their approval in the Federal Gazette.

Second subsection
Partial Transfer

Unofficial table of contents

Section 189 Application of the provisions of the cleavage

(1) In the case of a partial transfer pursuant to Section 175 (2) (c), the provisions of the third book which are applicable to the division, secession or dislocation of the third book for the purpose of splitting, secession or breakdown are applicable to the accepting entities. (2) § 176 (2) and (4), § 176 (2) and (4), § 176 (3). (2) § 176 (2) and (4) § 176 (3). 178 (3) and Section 188 (3) shall apply accordingly.

Fifth Book
Change of shape

Part one
General provisions

Unofficial table of contents

Section 190 General scope

(1) A legal entity may be given a different legal form by means of a change of form. (2) Unless otherwise provided in this book, the provisions on the change of form shall not apply to changes in the legal form provided for in other laws or be approved. Unofficial table of contents

Section 191 Legal entities

(1) Forming legal entities may be:

1.

Commercial companies (§ 3 (1) (1)) and partnership companies;

2.

Capital companies (§ 3 para. 1 no. 2);

3.

co-registered cooperatives;

4.

legal associations;

5.

reciprocity;

6.

Bodies and institutions of public law.

(2) Legal entities of a new legal form may be:

1.

Societies of civil law;

2.

Partnerships and partnership companies;

3.

Capital companies;

4.

Cooperatives registered.

(3) The change of form is also possible in the case of resolved legal entities, if their continuation could be decided in the previous legal form. Unofficial table of contents

Section 192 Conversion Report

(1) The representative body of the formchanging legal entity shall report a detailed written report in which the change of form, and in particular the future participation of the shareholders in the legal entity, shall be subject to legal and economic conditions. shall be explained and justified (conversion report). § 8 (1) sentences 2 to 4 and (2) shall apply accordingly. The conversion report must contain a draft of the conversion decision. (2) A conversion report shall not be required if only one shareholder is involved in the formchanging legal entity or if all the shareholders are involved in the conversion report. Do not refund. The waiver of the waiver shall be notarized to the customer. Unofficial table of contents

Section 193 Conversion decision

(1) A decision by the shareholders of the form-changing legal entity (conversion decision) is required for the change of form. The decision may be taken only in a meeting of the shareholders. (2) If the assignment of the shares of the form-changing legal entity depends on the approval of individual shareholders, the decision on conversion to its effectiveness shall be subject to the following conditions: (3) The conversion decision and the declarations of consent of individual shareholders required by this Act, including the necessary declarations of consent, shall be notarized by a notary . At the request of each shareholder, a copy of the minutes of the decision shall be issued without delay to each shareholder. Unofficial table of contents

Section 194 Content of the conversion decision

(1) The conversion decision must at least determine:

1.

the legal form to be obtained by the legal entity through the change of form;

2.

the name or company of the legal entity of a new legal form;

3.

the participation of the previous shareholders in the legal entity in accordance with the rules applicable to the new legal form, in so far as their participation does not apply in accordance with the provisions of this Book;

4.

the number, nature and extent of the shares or memberships which the shareholders are to acquire through the change of form or which are to be granted to an acceding person who is personally liable;

5.

the rights to be granted to individual shareholders and to holders of special rights such as shares without the right to vote, preferred shares, multi-voting shares, debt securities and property rights in the legal entity, or the measures to be taken in respect of those persons are provided for;

6.

a severance offer in accordance with § 207, unless the conversion decision to its effectiveness requires the consent of all the shareholders or only one shareholder is involved in the form-changing legal entity;

7.

the consequences of the change of form for workers and their representations, and the measures provided for in that regard.

(2) The draft conversion decision shall be forwarded to the competent works council of the formchanging legal entity no later than one month before the date of the meeting of the shareholders, which is to decide on the change of form. Unofficial table of contents

§ 195 Freezing and exclusion of claims against the conversion decision

(1) An action against the effectiveness of the conversion decision must be brought within one month of the date of the decision. (2) A lawsuit against the effectiveness of the conversion decision cannot be based on the fact that the action taken in the decision certain shares in the legal entity of a new legal form are too low or that the membership is not a sufficient countervalue for the shares or membership of the form-changing legal entity. Unofficial table of contents

§ 196 Improvement of the participation ratio

If the shares in the legal entity of a new legal form determined in the conversion decision are too low, or if the membership is not a sufficient value for the shares or membership of the new legal entity. In the case of legal entities, any shareholder whose right to bring an action against the effectiveness of the conversion decision may be excluded in accordance with Section 195 (2) shall be entitled to demand compensation from the legal entity by means of a cash payment. The appropriate surcharge shall be determined on request by the court in accordance with the provisions of the SpruchProcedure Act. Section 15 (2) shall apply accordingly. Unofficial table of contents

Section 197 Establishing Rules To Be Applied

The change of form shall be subject to the founding rules applicable to the new legal form, unless otherwise provided in this book. Rules governing the establishment of a minimum number of founders, as well as the rules on the formation and composition of the first Supervisory Board, shall not apply. § 31 of the German Stock Corporation Act applies to the change of form of a legal entity into a public limited liability company. Unofficial table of contents

§ 198 Registration of the form-change

(1) The new legal form of the legal entity must be registered for entry in the register in which the legally-changing legal entity is registered. (2) If the formchanging entity is not entered in a register, the legal entity shall be new To register with the competent court for registration in the register that is relevant for the new legal form. The same shall apply if the change of form changes the nature of the register governing the right-holder or if the jurisdiction of another register court is justified by a transfer of the seat associated with the change of form. In the case of the second sentence, the conversion shall also be declared for registration in the register in which the form-changing legal entity is registered. Such registration shall be marked by the fact that the conversion shall take effect only with the registration of the legal entity of a new legal form in the register for which it is responsible, provided that the entries in the registers of all the entities concerned are will not be done on the same day. The legal entity of a new legal form may not be registered until after the conversion has been registered in accordance with sentences 3 and 4. (3) § 16 (2) and (3) shall apply accordingly. Unofficial table of contents

§ 199 Appendixes of the application

The application of the new legal form or the legal entity of a new legal form shall be in the form of a copy or a publicly certified copy or, in so far as they are not notarized, a copy or a copy thereof, except for the otherwise required Documents also the minutes of the conversion decision, the declarations of consent required by individual shareholders required by this Act, including the declarations of consent of non-published shareholders, the conversion report, or the statements on the waiver of its preparation, proof of the To be attached in accordance with § 194 (2). Unofficial table of contents

§ 200 Company or name of the legal entity

(1) The legal entity of a new legal form may retain its previously owned company, unless otherwise indicated in this book. Additional names, which refer to the legal form of the changing society, may not be used even if the legal entity retains the previously managed company. (2) A company maintained after the change of form is subject to § 19 of the Commercial Code, § 4 of the Act concerning limited liability companies, § § 4, 279 of the German Stock Corporation Act or § 3 of the Cooperative Act. (3) Was a natural person in the form-changing legal entity , the participation of which in the legal entity of a new legal form is no longer involved, the name of this investor may only be used in the retained former or newly formed company if the shareholder concerned or his heirs expressly consent to the use of the name. (4) where a form-changing legal entity or a legal entity of a new legal form is a partnership company, paragraphs 1 and 3 shall apply mutas to the maintenance or formation of the firm or the name. A company may only be maintained as the name of a partnership company under the conditions set out in Section 2 (1) of the Partnership Company Law. § 1 para. 3 and § 11 of the Partnership Company Act must be applied accordingly. (5) By changing the form into a society of civil law, the company of the company of the changing society shall be replaced by the law. Unofficial table of contents

Section 201 Announcement of the change of form

The court responsible for registering the new legal form or the legal entity of a new legal form shall, in accordance with Article 10 of the Commercial Code, have the whole content of the registration of the new legal form or of the legal entity of a new legal form. to make known. Unofficial table of contents

§ 202 Effects of registration

(1) The registration of the new legal form in the register shall have the following effects:

1.

The form-changing legal entity continues to exist in the legal form specified in the conversion decision.

2.

The shareholders of the form-changing legal entity shall be involved in the legal entity in accordance with the rules applicable to the new legal form, provided that their participation is not deleted in accordance with this book. Rights of third parties in the shares or memberships of the form-changing legal entity shall pass on to the shares or memberships of the legal entity of a new legal form which are to be replaced by their place.

3.

The lack of a notarial assessment of the conversion decision and, where appropriate, the necessary consents or waivers of individual shareholders shall be healed.

(2) The effects specified in paragraph 1 arise in the cases of § 198 (2) with the registration of the legal entity of new legal form in the register. (3) The effects of the registration of the new legal form or of the new legal form or of the new legal form or of the new legal form are defects. The register shall be without prejudice to a new legal form in the register. Unofficial table of contents

Section 203 Term of office of Supervisory Board members

If, in the event of a change of form in the case of a new legal form, a supervisory board is formed and assembled in the same way as in the case of the legally-changing legal entity, the members of the supervisory board shall remain for the remainder of their voting time as Members of the Supervisory Board of the legal entity of new legal form in office. The shareholders of the form-changing legal entity may determine the termination of the office in the course of the conversion decision for their Supervisory Board members. Unofficial table of contents

Section 204 Protection of creditors and holders of special rights

§ 22 on the protection of creditors is to be applied accordingly to the protection of the holders of special rights § 23. Unofficial table of contents

§ 205 Compensation obligation of the administrative institutions of the form-changing legal entity

(1) The members of the representative body and, where a supervisory body is present, the supervisory body of the formchanging legal entity, shall be the total debtor responsible for the compensation of the damage which the legal entity, its shareholders or the holders of the right to be held responsible for, or his creditors are suffering from the change of form. Article 25 (1) sentence 2 shall apply accordingly. (2) The claims referred to in paragraph 1 shall be published in five years from the date on which the registration of the new legal form or the legal entity of new legal form to be notified has been disclosed in the Register is. Unofficial table of contents

§ 206 Recovery of the claim for damages

The claims in accordance with § 205 (1) can only be asserted by a special representative. The court of the seat of the legal entity of a new legal form shall appoint such a representative at the request of a shareholder or a creditor of the legally-changing legal entity. Section 26 (1) sentences 3 and 4, subsection 2, subsection 3, sentence 2 and 3 and paragraph 4 shall apply accordingly; to the place of the sheets for the public announcements of the transferable legal entity, the corresponding sheets of the legal entity shall be replaced by new Legal form. Unofficial table of contents

§ 207 Offer of cash severance

(1) The form-changing legal entity shall offer to each shareholder who, contrary to the conversion decision, contradicts the minutes of writing, to offer the acquisition of his converted shares or memberships against an appropriate cash settlement; § 71 (1) (1) (1) 4 sentence 2 of the German Stock Corporation Act is not applicable to this extent. If, on the basis of its new legal form, the legal entity cannot acquire its own shares or memberships, then the cash settlement shall be offered in the event that the shareholder declares his departure from the legal entity. The legal entity must bear the costs of a transfer. (2) § 29 (2) shall apply accordingly. Unofficial table of contents

Section 208 Content of the claim for cash settlement and examination of cash settlement

§ 30 shall apply accordingly to the claim for cash settlement. Unofficial table of contents

Section 209 Adoption of the offer

The offer in accordance with § 207 may only be accepted within two months after the date on which the registration of the new legal form or the legal entity of new legal form has been made known in the register. If, in accordance with Section 212, an application for the determination of the cash settlement has been filed by the court, the offer may be accepted within two months of the date on which the decision has been made known in the Federal Gazette. Unofficial table of contents

Section 210 Exclusion of claims against the conversion decision

An action against the effectiveness of the conversion decision cannot be based on the fact that the offer according to § 207 is too low or that the cash settlement in the conversion decision has not been offered or that it has not been offered properly. Unofficial table of contents

Section 211 Other divestment

Any other sale of the shareholding by the shareholder, as amended by the conversion decision, shall not preclude disposal restrictions until the expiry of the period specified in § 209. Unofficial table of contents

Section 212 Judicial Review of the severance

If a shareholder asserts that a cash settlement which was to be offered to him pursuant to Article 207 (1) was too low in the course of the conversion decision, the court, in accordance with the provisions of the Spruch Procedure Act, has the right to request the to determine the appropriate cash settlement. The same shall apply if the cash payment has not been offered or has not been offered properly. Unofficial table of contents

§ 213 Unknown shareholders

§ 35 shall apply accordingly to unknown shareholders.

Part two
Special provisions

First section
Change of shape of partnerships

First subsection
Change of shape of partnerships

Unofficial table of contents

Section 214 Poses of change of form

(1) A persons trading company may, pursuant to a conversion decision under this Act, only acquire the legal form of a capital company or a registered cooperative. (2) A resolute partnership may be used by a commercial company. Do not change the legal form if, according to § 145 of the Commercial Code, the shareholders have agreed on a different way of dealing with the settlement or as the form change. Unofficial table of contents

Section 215 Conversion Report

A conversion report shall not be required if all members of the company are entitled to the management of the company. Unofficial table of contents

Section 216 Information of the shareholders

The representative body of the forming company shall, at the latest, together with the convening of the shareholders ' meeting, which decide to decide on the change of form, have this change of form as the representative body of the changing company as To announce the subject-matter of the decision-making in text form and to send a conversion report as well as a severance offer in accordance with § 207, required by this book. Unofficial table of contents

Section 217 Decision of the Shareholders ' Meeting

(1) The conversion decision of the shareholders ' meeting shall be subject to the agreement of all members present; it must also agree with the shareholders who have not been published. The social contract of the forming society may provide for a majority decision of the shareholders. The majority must be at least three quarters of the votes cast. (2) The shareholders who have voted in favour of the change of form in the event of a majority decision shall be named in the minutes relating to the conversion decision. (3) All shareholders must agree to the change of form in a limited partnership with shares, which should have the position of a personally liable partner in this company. Unofficial table of contents

Section 218 Content of the conversion decision

(1) The conversion decision must also include the social contract of the company with limited liability or the statutes of the cooperative, or the statutes of the Aktiengesellschaft or the Kommanditgesellschaft auf Aktien ascertained. . It is not necessary to sign the articles of association by the members. (2) The decision to convert into a limited partnership on shares must provide that at least one member of the formchanging company shall be present in this company. (3) The decision to transform it into a cooperative must involve the participation of each Member with at least one of the members of the Community. a share of the business. The decision may also specify that each member of the cooperative shall have at least one and the other with as many business shares as paid in full by the calculation of his business in that cooperative shall be involved. Unofficial table of contents

Section 219 Legal status as founder

When applying the founding regulations, the founders are equal to the shareholders of the changing society. In the event of a majority decision, the partners who have voted for the change of form shall be replaced by the founders and, in the event of a change of form in a limited partnership on shares, also to accede to the acceding partner personally. Unofficial table of contents

Section 220 Capital protection

(1) The nominal amount of the share capital of a company with limited liability or the share capital of a corporation or a limited partnership on shares may be the assets of the formchanging company remaining after the deduction of the debt. (2) In the report on the formation of a formal change in a company with limited liability or in the Founding Report in the event of a change of form in a public limited company or in a limited partnership on shares, also the current course of business and the situation of the changing society (3) In the event of a change of form into a joint-stock company or a limited partnership on shares, the audit of the foundation has to be held by one or more examiners (Section 33 (2) of the German Stock Corporation Act) in each case. The two-year period of two years, determined for subsequent reasons in Section 52 (1) of the German Stock Corporation Act, begins with the effect of the form change. Unofficial table of contents

Section 221 Accession of personally liable partners

The accession of a shareholder, provided for in a decision to convert into a limited partnership on shares, which has not been a member of the changing company, must be notarized. The Articles of Association of the Kommanditgesellschaft auf Aktien shall be approved by each acceding person who is acceding to each other. Unofficial table of contents

Section 222 Registration of the form-change

(1) The application in accordance with § 198 including the application of the Articles of Association of the Cooperative is by all members of the future representative body as well as, if the legal entity is a supervisory board in accordance with the regulations applicable to the new legal form shall also be carried out by all members of the Supervisory Board. At the same time as the cooperative, the members of their board of management are to be registered for entry in the register. (2) If the legal entity of a new legal form is a public limited company or a limited partnership on shares, the application shall be subject to the following conditions: (3) The application of the conversion for entry into the register in accordance with § 198 (2) sentence 3 may also be used for the representation of the forming-changing members of the company. Company authorised to take part in the business. Unofficial table of contents

Section 223 Signs of the application

The application of the new legal form or the legal entity of a new legal form shall, in the event of a change of form in a limited partnership with shares other than the documents otherwise required, also be the documents concerning the accession of all the acceding persons. shall be accompanied by the liable partner in the form of a copy or a publicly certified copy. Unofficial table of contents

§ 224 Continuing and time limitation of personal liability

(1) The change of form does not affect the claims of the creditors of the company against one of its shareholders from liabilities of the formchanging company, for which this is at the time of the change of form pursuant to Section 128 of the Commercial Code (2) The shareholder shall be liable for these liabilities if, before the expiry of five years after the change of form, they are due and claims against him in a manner referred to in section 197 (1) (3) to (5) of the Civil Code , or a judicial or administrative enforcement action (3) The period shall commence on the date on which the entry into the register of the new legal form or of the legal entity of a new form of law shall be entered into has been made known. § § 204, 206, 210, 211 and 212 (2) and (3) of the Civil Code, which apply to the statute of limitations, must be applied accordingly. (4) A determination in a kind referred to in § 197 (1) (3) to (5) of the Civil Code shall be required (5) The provisions of paragraphs 1 to 4 shall also apply where the shareholder is acting in the legal carrier of another legal entity. Unofficial table of contents

Section 225 Examination of the severance offer

In the case of § 217 (1) sentence 2, the appropriateness of the offered cash settlement pursuant to § 208 in conjunction with Section 30 (2) shall be examined only at the request of a shareholder. The costs are borne by society.

Second subsection
Change of shape of partnership companies

Unofficial table of contents

§ 225a Poses of change of form

Pursuant to a conversion decision under this Act, a partnership company may only acquire the legal form of a capital company or a registered cooperative. Unofficial table of contents

Section 225b Conversion report and information of partners

A conversion report is required only if a partner of the formal partnership is excluded from the management according to § 6 para. 2 of the Partnership Company Law. Partners excluded from the management are to be informed in accordance with § 216. Unofficial table of contents

Section 225c Applicable Provisions

§ 214 (2) and § § 217 to 225 shall apply accordingly to the change of form of a partnership company.

Second section
Change of Exchange of Capital Companies

First subsection
General provisions

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§ 226 Poses of change of form

Pursuant to a conversion decision under this Act, a capital company may only be subject to the legal form of a civil-law company, a partnership company, a partnership company or another capital company. or a registered cooperative. Unofficial table of contents

Section 227 Non-applicable provisions

§ § 207 to 212 are not to be applied to their personally liable partners in the event of a change of form of a limited partnership on shares.

Second subsection
Change of shape into a civil society

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§ 228 Poses of change of form

(1) Through the change of form, a capital company may obtain the legal form of a commercial partnership only if the object of the company is to comply with the rules governing the establishment of an open market in the time the form-change becomes effective. (2) A change of form into a partnership company is only possible if, at the date of its effective acquisition, all shareholders of the formchanging legal entity are natural Persons exercising an independent profession (Article 1 (1) and (2) of the Twinning Company Law). Section 1 (3) of the Partnership Company Law remains unaffected. Unofficial table of contents

Section 229 (omitted)

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Section 230 Preparation of the Assembly of Shareholders

(1) The managing directors of a formchanging company with limited liability shall, at the latest, together with the convening of the shareholders ' meeting, which is to decide on the change of form, be the subject of this change of form. (2) The conversion report of a joint-stock company or a limited-liability company on shares shall be subject to the convening of the Annual General Meeting, which shall be subject to the change of form in the business space of the company for the purpose of viewing the To interpret shareholders. Upon request, a copy of the conversion report shall be issued immediately and free of charge to each shareholder and to any personally liable partner excluded from the management. The conversion report may be transmitted to the shareholder and to the personally liable partner excluded from the management by means of his/her consent through electronic communications. The obligations under sentences 1 and 2 shall be deleted if the conversion report is accessible through the company's Internet site for the same period. Unofficial table of contents

Section 231 Notification of the severance offer

The representative body of the changing company shall have the severance offer to the shareholders or shareholders at the latest together with the convening of the shareholders ' meeting or the general meeting which is to decide on the change of form. in accordance with § 207. The consignment shall be the same if the severance offer is published in the Federal Gazette and the otherwise specified company sheets. Unofficial table of contents

Section 232 Implementation of the Assembly of Shareholders

(1) The conversion report shall be interpreted in the shareholders ' meeting or at the general meeting, which is to decide on the change of form. The conversion report may also be made available in other ways at the Annual General Meeting. (2) The draft of the conversion decision of a joint-stock company or a limited-liability company on shares is at the beginning of the representative body of the company. to explain verbally. Unofficial table of contents

Section 233 Decision of the Assembly of Shareholders

(1) The conversion decision of the shareholders ' meeting or of the general meeting shall be required if the formchanging company is the legal form of a company of civil law, an open trading company or a company partnership company, the consent of all members or shareholders present; it also has to agree to the non-published shareholders. (2) Should the forming society be transformed into a limited partnership , the conversion decision shall require a majority of at least three quarters of the in the case of the shareholders ' meeting of a limited liability company, or of the share capital represented in the decision-making of a corporation or a limited partnership on shares; § 50 (2) and § 65 (2) shall be applied accordingly. The social contract or the statutes of the changing society can determine a larger majority and further requirements. All shareholders or shareholders who are to have the position of a personally liable partner in the limited partnership must agree to the change of form. (3) Furthermore, the change of form of a limited partnership on shares must be Personally liable partners agree. The statutes of the changing society may provide for a majority decision of these shareholders in the event of a change of form into a limited partnership. Each of these shareholders may declare his departure from the legal entity for the time when the change of form is effective. Unofficial table of contents

Section 234 Content of the conversion decision

The conversion decision must also include:

1.

the determination of the seat of the civil society;

2.

in the event of a change of form into a limited partnership, the indication of the command and the amount of the deposit of each one of them;

3.

the social contract of the civil society. In the event of a change of form into a partnership company, § 213 shall not be applied to the partnership contract.

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Section 235 Registration of the form change

(1) In the event of a change of form into a society of civil law, the conversion of the company for entry into the register in which the forming company is registered shall be notified in place of the new legal form. § 198 (2) shall not apply. (2) The application pursuant to paragraph 1 or in accordance with § 198 shall be made by the representative body of the formchanging company. Unofficial table of contents

§ 236 Effects of the change of form

With the effective application of the change of form of a limited partnership on shares, personally liable partners who have declared their departure from the legal entity pursuant to section 233 (3) sentence 3 shall be excluded from the company. Unofficial table of contents

§ 237 Continuing and time limitation of personal liability

If a personally liable partner of a form-changing limited partnership with shares in the form change to a limited partnership is the legal position of a limited partnership, then the liability for the shares in the time of the change of form shall be the responsibility of the partner. Liability of the formchanging company § 224 accordingly.

Third Subsection
Change of form into a capital company of other legal form

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Section 238 Preparation of the Assembly of Shareholders

§ § 230 and 231 are to be applied accordingly to the preparation of the shareholders ' meeting or to the general meeting, which is to decide on the change of form. Section 192 (2) remains unaffected. Unofficial table of contents

Section 239 Implementation of the Assembly of Shareholders

(1) The conversion report shall be interpreted in the shareholders ' meeting or at the general meeting, which is to decide on the change of form. The conversion report may also be made available in other ways at the Annual General Meeting. (2) The draft of the conversion decision of a joint-stock company or a limited-liability company on shares is at the beginning of the representative body of the company. to explain verbally. Unofficial table of contents

Section 240 Decision of the Assembly of Shareholders

(1) The conversion decision shall require a majority of at least three-quarters of the votes cast at the Shareholders ' Meeting of a limited-liability company or of a joint-stock company or a public limited-liability company Kommanditgesellschaft on shares of represented share capital; § 65 (2) shall be applied accordingly. The social contract or the statutes of the changing society may determine a larger majority and further requirements, in the event of a change of form of a limited partnership on shares in a public limited company, also a lower majority. (2) All shareholders or shareholders must agree to the change of form of a limited liability company or a public limited company in a limited partnership on shares, the position of a person in the company of a new legal form. shall have adherent partners. § 221 shall apply mutatily to the accession of personally liable partners. (3) The change of form of a limited partnership with shares must also be agreed upon by their personally liable partners. The statutes of the changing society may provide for a majority decision of these shareholders. Unofficial table of contents

Section 241 Consent requirements for the change of form of a company with limited liability

(1) If, by the conversion decision of a forming company with limited liability, the shares in the articles of association of the Aktiengesellschaft or the Kommanditgesellschaft auf shares shall be subject to a higher than the minimum amount in accordance with § 8 (2) or (3) of the German Stock Corporation Act and by way of derogation from the nominal amount of the shares of the forming company, the shareholder must agree that he/she cannot participate in the total nominal amount of his/her shares. (2) the requirement of the consent of individual shareholders is also subject to § 50 (2) (3) In addition to the performance of capital deposits, individual shareholders are still subject to other obligations to the company and may, on account of the restrictive provision of § 55 of the German Stock Corporation Act (AktG), apply to the company Change of form shall not be maintained, the change of form shall also require the consent of these shareholders. Unofficial table of contents

Section 242 Consent requirement for the change of form of a joint-stock company or a limited partnership on shares

Shall be subject to the conversion decision of a formchanging public limited company or a limited partnership on shares of the nominal amount of the shares in the company contract of the company with limited liability deviating from the amount of the shares , the fixing of each shareholder shall be agreed, which shall not be able to take part in the whole of its share. Unofficial table of contents

Section 243 Content of the conversion decision

(1) Article 218 shall apply mutas to the conversion decision. The articles of association or the articles of association of the members of the company shall be subject to the provisions of the Social Contract or the Articles of Association of the Company, which shall be subject to the provisions of the Company Agreement or the Articles of Association of the Company. To take over the new legal form. Article 26 (4) and (5) of the German Stock Corporation Act remains unaffected. (2) The provisions of other laws relating to the change in the share capital or the share capital remain unaffected. (3) In the social contract or in the statutes of the company, new legal form may be provided. the amount of the stock or share capital arising from the shares shall be fixed by way of derogation from the amount of the shares of the forming company. In the case of a company with limited liability, it must be at full euro. Unofficial table of contents

Section 244 Niederschrift on the conversion decision, the social contract

(1) In the minutes of the conversion decision, persons who are the founders of the company pursuant to § 245 (1) to (3) are to be listed in particular. (2) In the event of a change of form of a joint-stock company or a limited partnership, Shares in a company with limited liability does not need to be signed by the shareholders of the company contract. Unofficial table of contents

§ 245 Legal status as founder; capital protection

(1) In the event of a change in the form of a company with limited liability in a public limited company or in a limited partnership on shares, the founders shall be replaced by the founders in the application of the founding rules of the German Stock Corporation Act (Stock Corporation Act). Shareholders who have voted in favour of the change of form, as well as in the event of a change of form of a limited liability company to a limited partnership in a limited partnership with shares also acceding to the acceding person. § 220 shall apply accordingly. Section 52 of the German Stock Corporation Act shall not apply if the company with limited liability has been entered in the register for more than two years before the change of form is effective. (2) In the event of a change of form of a public limited liability company, a company shall be registered in a Commanding company on shares in the application of the founding rules of the German Stock Corporation Act to the position of the founders the personally liable partner of the company of new legal form. § 220 shall apply accordingly. § 52 of the German Stock Corporation Act is not applicable. (3) In the course of the change of form of a limited partnership on shares in a public limited liability company, the founding rules of the German Stock Corporation Act shall be replaced by the founders of the person who are personally liable. Partner of the changing society. § 220 shall apply accordingly. § 52 of the German Stock Corporation Act (AktG) is not applicable. (4) During the change of form of a corporation or a limited partnership on shares in a limited liability company, a factual report is not required. Unofficial table of contents

Section 246 Registration of the form change

(1) The application in accordance with § 198 shall be made by the representative body of the formchanging company. (2) At the same time as the new legal form or with the legal entity of a new legal form, the managing directors of the company with limited liability are: to register the members of the Management Board of the Aktiengesellschaft or the personally liable partners of the Kommanditgesellschaft on shares for registration in the register. (3) § 8 (2) of the Act concerning companies with limited liability and Section 37 (1) of the German Stock Corporation Act (Aktiengesetz) shall not apply to the application pursuant to , Unofficial table of contents

§ 247 Effects of the change of form

(1) As a result of the change of form, the current share capital of a formchanging company with limited liability to the share capital of the company of new legal form or the previous share capital of a formchanging corporation or Commanding company on shares in the share capital of the company of new legal form. (2) By the change of form of a limited partnership on shares, their personally liable shareholders are divorced as such from the company. Unofficial table of contents

Section 248 Reexchange of shares

(1) The exchange of shares in a company with limited liability in respect of shares is subject to Section 73 of the German Stock Corporation Act (AktG), in the case of the merger of business shares § 226 of the German Stock Corporation Act (AktG) on the declaration of shares in shares (2) The exchange of shares of a formchanging limited company or a limited partnership on shares against shares in a company with limited liability is § 73 (1) and (2) of the German Stock Corporation Act (AktG), Mergers of shares § 226 (1) and (2) of the German Stock Corporation Act (AktG) to apply the shares accordingly. (3) The court's approval does not require approval. Unofficial table of contents

Section 249 creditor protection

§ 224 applies accordingly to the change of form of a limited liability company to a company with limited liability or into a public limited liability company. Unofficial table of contents

Section 250 Non-applicable provisions

§ § 207 to 212 do not apply to the change of form of a joint-stock company into a limited partnership on shares or a limited partnership on shares in a public limited company.

Fourth subsection
Change of form in a registered cooperative

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Section 251 Preparation and implementation of the Assembly of Shareholders

(1) In the preparation of the shareholders ' meeting or the general meeting, which is to decide on the change of form, the provisions of § § 229 to 231 shall apply accordingly. § 192 (2) remains unaffected. (2) The Shareholders ' Meeting or the General Meeting, which is to decide on the change of form, is to apply Section 239 (1) sentence 1 to the General Meeting in accordance with Section 239 (1) sentence 2 and (2) accordingly. Unofficial table of contents

Section 252 Decision of the Assembly of Shareholders

(1) The conversion decision of the shareholders ' meeting or of the general meeting shall be required if the statutes of the cooperative provide for an obligation on the part of the members to perform surpluses, with the agreement of all members present or of the members present. (2) If the members are not to be obliged to perform surpluses, the conversion decision shall require a majority of at least three quarters of the shares of the shareholders who are to be provided with the Shareholders ' Meeting of a limited liability company or the share capital represented in the case of the decision-making of a public limited company or a limited company on shares; § 50 (2) and section 65 (2) shall apply accordingly. The social contract or the statutes of the changing society can determine a larger majority and further requirements. (3) To the change of form of a limited partnership on shares, section 240 (3) shall apply accordingly. Unofficial table of contents

Section 253 Content of the conversion decision

(1) The conversion decision must also include the statutes of the cooperative. It is not necessary to sign the Articles of Association by the Members. (2) The conversion decision must provide for the participation of each Member with at least one share of the business. The decision may also specify that each member of the cooperative shall have at least one and the other with as many business shares as paid in full by the calculation of his business in that cooperative shall be involved. Unofficial table of contents

§ 254 Registration of the form change

(1) The registration in accordance with § 198, including the application of the statutes of the cooperative, must be made by the representative body of the changing society. (2) At the same time as the cooperative, the members of their board of management are to be registered register in the register. Unofficial table of contents

§ 255 Effects of the change of form

(1) Each shareholder who acquires the legal status of a member shall be involved in the cooperative in accordance with the provisions of the conversion decision. An obligation to take over further business shares shall remain unaffected. The second sentence of Article 202 (1) is to be applied with the proviso that the rights of third parties existing in the previous proportions shall continue to exist on the commercial assets obtained by the change of form. (2) The court may have a dissolution of the cooperative of (3) The change of form of a limited partnership to share the shares of the shareholders of which they are personally liable as a result of the change of form of a limited partnership with the company such from the legal entity. Unofficial table of contents

§ 256 Business balances, notification of members

(1) Each member shall be credited as a business balance of the value of the shares or shares with which it was involved in the changing company. (2) The balance of a member's business assets obtained by the change of form shall be overseen. the total amount of the shares with which it is part of the cooperative shall be the excess amount after six months from the date on which the registration of the cooperative has been made known in the register; to pay the member. However, the payment may not be made before the creditors, who have been registered in accordance with § 204 in connection with § 22, are satisfied or guaranteed. (3) The Cooperative has to inform each Member immediately after the notice of registration. of the cooperative in the register in text form:

1.

the amount of its business credit;

2.

the amount and the number of shares with which it is part of the cooperative;

3.

the amount of the deposit or amount to be paid by the Member after the account of his business account, or the amount to be paid to the Member pursuant to paragraph 2;

4.

the amount of the cooperative's total amount of detention, provided that the members of the cooperative are to be paid up to a total amount of detention.

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§ 257 creditor protection

§ 224 shall apply mutas to the change of form of a limited partnership on shares.

Third Section
Change of shape of registered cooperatives

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§ 258 possibility of change of form

(1) A registered cooperative may only acquire the legal form of a capital company pursuant to a conversion decision under this Act. (2) The change of form shall only be possible if each member has a new company in the company of new In the form of a legal form, a limited number of shareholders, the nominal value of which is at full euro, or at least one full share as a shareholder, will be taken into account. Unofficial table of contents

Section 259 Opinion of the Examination Association

Prior to the convening of the General Assembly, which is to decide on the change of form, an opinion of the Association of Examiners is to be obtained, whether the change of form is compatible with the interests of the members and the creditors of the cooperative, in particular whether the determination of the capital stock or the share capital is subject to § 263 (2) sentence 2 and § 264 (1) (audit opinion). Unofficial table of contents

Section 260 Preparation of the General Assembly

(1) The Board of Directors of the Formal Cooperative has to announce to all members, at the latest, together with the convening of the General Assembly, which is to decide upon the change of form, to announce this change of form as the subject of the decision-making in text form. The announcement shall indicate the majorities required for the decision-making pursuant to section 262 (1), as well as the possibility of collecting an appeal and the rights arising therefrom. (2) In preparation for the General Assembly § § 229, 230 (2) sentence 1 and 2 and § 231 sentence 1 are to be applied accordingly. § 192 (2) remains unaffected. (3) In addition to the documents otherwise required, the examination report issued in accordance with section 259 shall also be interpreted in the business area of the formchanging cooperative for the purpose of examining the members. On request, a copy of this opinion shall be issued without delay and free of charge to any Member. Unofficial table of contents

Section 261 Implementation of the General Assembly

(1) In the General Assembly, which is to decide upon the change of form, the conversion report shall be interpreted, provided that it is required in accordance with this Book, and the audit opinion issued in accordance with Section 259. The Board of Management has to explain the conversion decision orally at the beginning of the negotiation. (2) The audit opinion is to be read in the General Assembly. The Examination Board is entitled to participate in an advisory session at the General Meeting. Unofficial table of contents

Section 262 Decision of the General Assembly

(1) The conversion decision of the General Assembly shall require a majority of at least three-quarters of the votes cast. A majority of nine tenths of the votes cast shall be required if at least 100 members, in the case of cooperatives with fewer than 1,000 members, shall be one-tenth of the members, no later than the end of the third day before the General Assembly. objection to the change of form by registered letter. The Articles of Association may determine larger majorities and further requirements. (2) To the change of form into a limited partnership on shares, § 240 para. 2 shall apply accordingly. Unofficial table of contents

Section 263 Content of the conversion decision

(1) § § 218, 243 (3) and § 244 (2) are also to be applied to the conversion decision. (2) The decision to determine the number, type and extent of the shares (Section 194 (1) no. 4) must be determined in the decision to determine whether the share capital or the share capital has to be determined. the share capital of the company of a new legal form of each member who obtains the legal status of a limited partner or a shareholder in the relationship in which, at the end of the last, before the decision is taken, the the change of form expired business year its business credit to the sum of the The business assets of all members who have become members or shareholders by the change of form have been held. The nominal value of the share capital shall be calculated in such a way that the maximum shares of each member shall be eliminated. (3) The shares of a limited liability company shall be set at a higher nominal amount than a hundred euros only, as far as the members of the formchanging cooperative account for full shares with the higher nominal amount. Shares may only be made up to a higher amount than the minimum amount pursuant to § 8 (2) and (3) of the German Stock Corporation Act, insofar as full shares with the higher amount are attributable to the members. If the representative body of the Aktiengesellschaft or the Kommanditgesellschaft on shares in the Articles of Association is authorized to increase the share capital up to a certain nominal amount by issuing new shares against deposits, the authorization shall not be allowed to: make provision for the representative body to decide on the exclusion of the subscription right. Unofficial table of contents

§ 264 Capital Protection

(1) The nominal amount of the share capital of a company with limited liability or the share capital of a corporation or a limited partnership on shares may be the assets of the formchanging company remaining after the deduction of the debt. (2) In the event of a change of form into a company with limited liability, the members of the cooperative cooperative are not obliged to report a statement of reasons. (3) In the event of a change of form, members of the cooperative society are not obliged to report any changes in the form of the cooperative. Aktiengesellschaft or in a limited partnership on shares has the A thorough examination by one or more examiners (Section 33 (2) of the German Stock Corporation Act) is to be held in each case. However, the members of the formally changing cooperative are not obliged to report a founding report; § § 32, 35 (1) and (2) and § 46 of the German Stock Corporation Act (Aktiengesetz) are not applicable. The two-year period of two years, determined for subsequent reasons in Section 52 (1) of the German Stock Corporation Act, begins with the effect of the form change. Unofficial table of contents

Section 265 Registration of the form change

§ 222 (1) sentence 1 and 3 (3) shall apply mutatily to the application in accordance with § 198. The application is to be attached to the examination certificate issued in accordance with § 259 in the original copy or in a certified copy. Unofficial table of contents

§ 266 Effects of the change of form

(1) As a result of the change of form, the previous shares in shares in the company of new legal form and on partial rights will become part of the company. The second sentence of Section 202 (1) is to be applied with the proviso that the rights of third parties existing on the previous business assets will continue to exist on the shares and sub-rights acquired by the change of form. (2) Parting rights which are due to the change of form (3) The rights of a share, including the right to issue a share certificate, can only be exercised if partial rights, which together result in a full share, are held in one hand are combined or if a number of beneficiaries whose subrights together constitute a full share , to the exercise of the rights. The legal entity is supposed to convey the combination of partial rights to full shares. Unofficial table of contents

Section 267 Notification of the shareholders

(1) The representative body of the company of a new legal form shall immediately, after the publication of the registration of the company, have in the register its content and the number and, with the exception of no par shares, the nominal amount of the new legal form. To inform in text form the shares and the partial right which are to be dispensed with. In this connection, reference should be made to the provisions relating to sub-rights in § 266. (2) At the same time, the communication is intended to make its essential content known in the company sheets. The notice referred to in the second sentence of paragraph 1 shall not be included in the notice. Unofficial table of contents

Section 268 Request to the shareholders; sale of shares

(1) In the notice pursuant to § 267, shareholders are to be asked to collect the shares in which they are entitled. It should be noted that the company is entitled to acquire shares which are not collected within six months from the date of publication of the invitation to the company sheets following a three-day threat on behalf of the parties concerned. dished. This reference does not need to be included in the notice of invitation in the leaflets. (2) After six months has elapsed since the publication of the call in the company sheets, the company has new Legal form to threaten the sale of the unfetched shares. The threat is to be published three times at intervals of at least one month in the company sheets. The last notice must be published before the date of publication of the invitation. (3) After six months has elapsed since the last notice of the threat, the company has the non-fetched shares for the account of the To sell the parties to the official stock exchange price through the intermediary of a course broker and in the absence of an exchange price by public auction. Section 226 (3) sentences 2 to 6 of the German Stock Corporation Act must be applied accordingly. Unofficial table of contents

Section 269 General Assembly decisions, approved capital

In the event of a change of form into a joint stock company or a limited partnership on shares, the shares which have been collected or sold pursuant to section 268 (3) do not achieve a total of at least six tenths of the share capital, the general meeting of the shares may be A company of a new legal form shall not take decisions which require a majority of capital under the law or the statutes. During this period, the representative body of the company may not make use of an increase in the share capital. Unofficial table of contents

Section 270 severance offer

(1) The severance offer in accordance with § 207 (1) sentence 1 shall also apply to any member who has objected to the change of form by registered letter until the end of the third day before the date on which the conversion decision has been taken. (2) To A review of the examination association shall be obtained from the examination offer. § 30 para. 2 sentence 2 and 3 shall not apply. Unofficial table of contents

Section 271 Continuation of the duty to post-school

If, within two years from the date on which its entry into the register has been made known by the company of a new legal form, insolvency proceedings shall be opened, any Member who shall be subject to the change of form shall be the Legal status of a limited partner or shareholder has acquired, within the framework of the statutes of the formchanging cooperative (§ 6 No. 3 of the Cooperative Act) to surrender, even if it has its business share or has sold its shares. § § 105 to 115a of the Cooperative Act are to be applied in accordance with the proviso that only those liabilities of the company which had already been established at the time of the exchange of form are to be taken into consideration.

Fourth Section
Formal change of legal associations

First subsection
General provisions

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Section 272 Poses of change of form

(1) A legally competent association may, on the basis of a conversion decision, only obtain the legal form of a capital company or a registered cooperative. (2) An association can only change the legal form if its statutes or regulations of the national law.

Second subsection
Change of shape into a capital company

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§ 273 Poses of change of form

The change of form shall only be possible if any member participating in the company of a new legal form is a member of a limited liability company whose nominal value is at full euro, or as a shareholder at least one full share. Unofficial table of contents

§ 274 Preparation and implementation of the General Assembly

(1) § § 229, 230 (2) sentence 1 and 2, § 231 sentence 1 and section 260 (1) shall apply mutas to the preparation of the General Assembly, which is to decide upon the change of form. § 192 (2) remains unaffected. (2) § 239 (1) sentence 1 and 2 (2) shall apply accordingly to the General Assembly, which is to decide upon the change of form. Unofficial table of contents

Section 275 Decision of the General Assembly

(1) The conversion decision of the General Assembly is necessary if the purpose of the legal entity is to be changed (Section 33 (1) sentence 2 of the Civil Code), the consent of all the members present; he must also have the non-published members. (2) In other cases, the conversion decision shall require a majority of at least three quarters of the votes cast. A majority of at least nine tenths of the votes cast shall be required if at the latest by the end of the third day before the General Assembly at least one hundred members, in the case of clubs with less than one thousand members, one tenth of the total number of votes cast Members, by registered letter have objected to the change of form. The Articles of Association may determine larger majorities and further requirements. (3) To the change of form into a limited partnership on shares, § 240 para. 2 shall apply accordingly. Unofficial table of contents

Section 276 Content of the conversion decision

(1) § § 218, 243 (3), § 244 (2) and § 263 (2) sentence 2, subsection (3) must also be applied to the conversion decision. (2) The participation of the members in the share capital or in the share capital of the company may be subject to a new legal form if: not all members should be given the same high share, only after one or more of the following standards:

1.

for clubs whose assets are broken down into transferable shares, the nominal amount or the value of those shares;

2.

the amount of contributions;

3.

in the case of associations which are in contractual business relations with their members or a part of the members, the extent to which the members or the extent of the use of the services of the association are used by the members of the association members by the association;

4.

a standard for the distribution of the surplus in the statutes;

5.

a standard for the distribution of assets in the statutes;

6.

the duration of membership.

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Section 277 Capital protection

In the application of the founding rules governing the new legal form, § 264 shall also apply accordingly. Unofficial table of contents

Section 278 Registration of the form change

(1) To the application in accordance with § 198, § 222 (1) and (3) shall apply accordingly. (2) If the forming association is not registered in a commercial register, its Management Board shall have the imminent change of form by means of the in the association for Publication of certain sheets, in the absence of such a sheet, to be made known by that sheet which is intended for notices of the local court in whose district the formal association has its seat. The notice shall replace the registration of the conversion into the register in accordance with § 198 (2) sentence 3. § 50 (1) sentence 4 of the Civil Code shall be applied accordingly. Unofficial table of contents

§ 279 (omitted)

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§ 280 Effects of the change of form

As a result of the change of form, the previous memberships become shares in the company of new legal form and on partial rights. The second sentence of section 266 (1), (2) and (3) shall apply accordingly. Unofficial table of contents

§ 281 Notification of the shareholders, sale of shares, General Meeting resolutions

(1) The notification of shareholders by the Company, the invitation of shareholders to collect the shares in which they are entitled and the sale of unfetched shares are to be applied in accordance with § § 267 and 268. (2) Decisions of the Annual General Meeting of the Company of a new legal form as well as on the authorization of the representative body to increase the share capital is to be applied in accordance with Section 269. Unofficial table of contents

Section 282 Finishing offer

(1) Paragraph 270 (1) is applicable to the severance offer in accordance with § 207 (1) sentence 1. (2) Paragraph 1 and § § 207 to 212 are based on the change of form of a registered association which, according to Article 5 (1) No. 9 of the Corporate Tax Law, is Corporation tax is not to be applied.

Third Subsection
Change of form in a registered cooperative

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§ 283 Preparation and implementation of the General Assembly

(1) In the preparation of the General Assembly, which is to decide upon the change of form, the provisions of § § 229 and 230 (2) sentence 1 and 2, § 231 sentence 1 and section 260 (1) shall apply accordingly. § 192 (2) remains unaffected. (2) § 239 (1) sentence 1 and 2 (2) shall apply accordingly to the General Assembly, which is to decide upon the change of form. Unofficial table of contents

Section 284 Decision of the General Assembly

The conversion decision of the General Assembly is necessary if the purpose of the legal entity is to be changed (Article 33 (1) sentence 2 of the Civil Code) or if the statutes of the cooperative are subject to an obligation of the members of the Co-operative for the performance of surpluses, the consent of all the members present, including the members who have not been published. In addition, Section 275 (2) shall apply accordingly. Unofficial table of contents

Section 285 Content of the conversion decision

(1) The conversion decision must also apply in accordance with Section 253 (1) and (2) sentence 1. (2) Should not all members of the cooperative be involved in the same number of business shares, the different levels shall be subject to the following conditions: Participation shall be determined only in accordance with one or more of the standards referred to in Article 276 (2) sentence 1. Unofficial table of contents

Section 286 Registration of form change

§ § 254 and 278 (2) are to be applied accordingly to the application in accordance with § 198. Unofficial table of contents

§ 287 (omitted)

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§ 288 Effects of the change of form

(1) Each member who obtains the legal status of a member of the cooperative shall be involved in the cooperative in accordance with the provisions of the conversion decision. An obligation to take over further business shares shall remain unaffected. Section 255 (1) sentence 3 shall apply accordingly. (2) The court may not pronounce a dissolution of the Cooperative of Amts on the basis of Section 80 of the Cooperative Act before the end of a year since the date of the change of form. Unofficial table of contents

§ 289 Business balance, notification of members

(1) Each member of the cooperative may, as a business credit, be credited at most to the nominal amount of the shares with which it is part of the cooperative as a result of the change of form. (2) § 256 (3) is accordingly , Unofficial table of contents

§ 290 severance offer

§ 270 (1) and § 282 (2) shall apply accordingly to the severance offer pursuant to section 207 (1) sentence 2.

Fifth Section
Change of form of mutual insurance associations

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§ 291 Poses of change of form

(1) A mutual insurance association, which is not a small association within the meaning of Section 53 of the Insurance Supervision Act, can only obtain the legal form of a public limited company on the basis of a conversion decision. (2) The change of form is only possible if at least one full share is not available on any member of the association that is involved in the joint stock company. Unofficial table of contents

Section 292 Preparation and implementation of the Assembly of Supreme Representation

(1) In the preparation of the assembly of the supreme representation, which is to decide upon the change of form, the provisions of § § 229 and 230 (2) sentences 1 and 2, § 231 sentence 1 and section 260 (1) shall be applied accordingly. (2) The implementation of the Assembly of the § 239 (1) (1) and (2) shall apply mutatily to the highest representation to decide on the change of form. Unofficial table of contents

Section 293 Decision of the supreme representation

The conversion decision of the supreme representation shall require a majority of at least three-quarters of the votes cast. He shall require a majority of nine tenths of the votes cast, if at the latest by the end of the third day before the assembly of the supreme representation at least one hundred members of the association by registered letter objection to the Change of shape. The Articles of Association may determine larger majorities and other requirements. Unofficial table of contents

Section 294 Content of the conversion decision

(1) Section 218 (1) and section 263 (3) sentences 2 and 3 shall also be applied to the conversion decision accordingly. In the case of the conversion decision, it may be determined that members who are members of the forming association less than three years before the decision to take a decision on the change of form are excluded from participation in the joint stock company. (2) The share capital of the stock corporation is to be fixed in the amount of the share capital of comparable insurance companies in the legal form of the stock corporation. If the supervisory authority of a newly founded insurance company would grant permission to operate only in the event of a higher share capital being fixed, the share capital shall be fixed on that amount, to the extent that this is done in accordance with the It is possible to balance the assets of the form-changing club. If such a determination is not possible in accordance with the assets of the association, the nominal value of the share capital shall be so calculated that the maximum shares of each member which obtains the legal position of a shareholder shall be eliminated. (3) The participation of members in the share capital of the public limited company may, if not all members receive an equal share, be fixed only in accordance with one or more of the following standards:

1.

the amount of the insurance sum;

2.

the amount of contributions;

3.

the level of cover provision in life assurance;

4.

the scale of the distribution of the surplus in the statutes;

5.

a standard for the distribution of assets in the statutes;

6.

the duration of membership.

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Section 295 Capital protection

In applying the founding rules of the German Stock Corporation Act, § 264 (1) and (3) shall also apply accordingly. Unofficial table of contents

Section 296 Registration of the form change

§ 246 (1) and (2) shall apply mutas to the application in accordance with § 198. Unofficial table of contents

§ 297 (omitted)

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Section 298 Effects of the change of form

As a result of the change of form, the previous memberships become shares and partial rights. The second sentence of section 266 (1), (2) and (3) shall apply accordingly. Unofficial table of contents

Section 299 Notification of shareholders, sale of shares, shareholders ' resolutions

(1) The notification of the shareholders by the Company is § 267, the invitation to collect the shares in which they are to be collected and the sale of unfetched shares is to be applied in accordance with § 268. (2) The Annual General Meeting of the Aktiengesellschaft as well as the authorization of the Executive Board to increase the share capital is to be applied in accordance with § 269. The supervisory authority may grant exemptions from the corresponding application of § 269 sentence 1 if this is necessary in order to prevent the public limited liability company from arising from significant disadvantages. Unofficial table of contents

§ 300 severance offer

Section 270 (1) shall apply mutas to the severance offer pursuant to section 207 (1) sentence 1.

Sixth Section
Changes in the form of bodies and institutions of public law

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§ 301 Poses of change of form

(1) Unless otherwise provided by law, a body or institution of public law may, by means of a change of form, only acquire the legal form of a capital company. (2) The change of form is only possible if the body or institution is and the federal or state law governing them provides for a change of form or allows it to be changed. Unofficial table of contents

Section 302 Applicable Provisions

The provisions of Part One shall apply only to the change of form in so far as nothing else results from the law of the federal or state law governing the formchanging body or institution. In accordance with this law, it shall in particular determine the manner in which the social contract or the statutes of the company of a new legal form are concluded or established, and who is involved in this company as a shareholder and who shall be responsible for the Persons or persons who are equal to the founders of the company; § § 28 and 29 of the German Stock Corporation Act are not to be applied. Unofficial table of contents

Section 303 Capital protection, consent requirements

(1) In addition to the founding regulations governing the new legal form, § 220 shall also apply accordingly. (2) A change of form into a limited partnership on shares requires the approval of all the shareholders who are in this company The position of a personally liable partner should be. § 221 shall apply mutatily to the accession of personally liable partners. Unofficial table of contents

Section 304 Effective form of change of form

The change of form shall take effect with the registration of the capital company in the commercial register. Defects in the form change shall not affect the effects of the registration. Unofficial table of contents

§ § 305 to 312 (omitted)

Sixth book
Criminal rules and periodic penalty payments

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§ 313 Inaccurate representation

(1) A custodial sentence of up to three years or a fine shall be punishable as a member of a representative body, as a representative of a shareholder or partner, as a member of a supervisory board, or as a liquidate for a conversion the legal entities involved in this transformation

1.

the circumstances of the legal entity, including its relations with related undertakings, in a report provided for in this Law (merger report, split report, transfer report, conversion report), in representations or Overviews of the asset, in lectures or information in the Assembly of Shareholders inaccurate or disguised, if the deed is not punishable by penalty in Section 331 (1) or (1a) of the Commercial Code, or

2.

in enlightenment and evidence to be given to a merger, division or transfer auditor in accordance with the provisions of this Act, incorrect information shall be provided or the circumstances of the legal entity, including its relations, shall be unproperly reproduces or disguised affiliated companies.

(2) Likewise, it shall be punished who as managing director of a limited liability company, as a member of the executive board of a public limited company, as the representative of the authorized personally liable partner of a limited partnership on shares or as the winemaker of such a company in a declaration pursuant to section 52 on the consent of the shareholders of that legal entity or in a declaration pursuant to § 140 or § 146 (1) concerning the coverage of the share capital or share capital of the does not provide any information or its explanation on the basis of incorrect information. Unofficial table of contents

§ 314 Violation of the reporting obligation

(1) With a custodial sentence of up to three years or a fine, it shall be punished who, as a merger, division or transfer auditor, or as an assistant to such an auditor, shall be punished by the result of an examination required for the purpose of a conversion (2) If the offender is against payment or if it is intended to enrich himself or another person or to harm another person, the sentence shall be imprisonment of up to five years. Years or fine. Unofficial table of contents

§ 314a Wrong information

A term of imprisonment of up to three years or a fine shall be punishable by the person who does not give an insurance policy against § 122k para. 1 sentence 3. Unofficial table of contents

Section 315 Violation of the obligation of confidentiality

(1) A custodial sentence of up to one year or a fine shall be punishable by a secret of a legal entity involved in a transformation, including an operating or business secret which he/she has in his capacity as

1.

Member of the representative body, a representative of a representative or a partner, a member of a supervisory board or a liquidate of this or any other legal entity involved in the conversion,

2.

Merger, division or transfer auditor or assistant of such a verifier

has become known, unauthorised disclosure if, in the case of point 1, the deed is not in § 85 of the Act concerning companies with limited liability, § 404 of the German Stock Corporation Act, § 151 of the Cooperative Act or § 138 of the German Stock Corporation Act (Cooperative Act) (2) If the offender is against payment or in order to enrich himself or another person or to harm another person, then the following shall be: Penalty of imprisonment of up to two years or 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 a the legal entities involved in the transformation. If a member of a representative body, a representative partner or partner or a liquidate agent has committed the act, a supervisory board or a non-representative shareholder or partner shall also be entitled to apply. If a member of a Supervisory Board has committed the deed, the members of the Management Board, the authorized partners or partners, or the liquiders are also entitled to apply. Unofficial table of contents

Section 316 Periodic Penalty Payments

(1) Members of a representative body, authorised partners, authorised partners or liquiders, § 13 (3) sentence 3 and § 125 sentence 1, § 176 (1), § 177 (1), § 178 (1), § 179 (1), § 180 (1), § 184 (1), § § 184 (1), § § 180 (1). 186 (1), § 188 (1) and 189 (1), respectively, in conjunction with Section 13 (3) sentence 3, as well as § 193 (3) sentence 2, are not to be complied with by the competent register court by fixing the penalty payment; § 14 of the Commercial Code remains unaffected. The individual penalty payment may not exceed the sum of five thousand euros. (2) The notifications of a conversion to the responsible register pursuant to § 16 paragraph 1, § § 38, 122k para. 1, § 122l para. 1, § § 129 and 137 para. 1 and 2, § 176 para. 1, § 177 Abs. 1, § 179 (1), § 180 (1), § 184 (1), § § 186, 188 (1), § 189 (1), § § 198, 222, 235, 246, 254, 265, 278 (1), § 286 and 296 are not enforced by the setting of penalty payments.

Seventh Book
Transitional and final provisions

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§ 317 Conversion of old legal persons

A legal person within the meaning of Article 163 of the Introductory Act to the Civil Code may be transformed according to the provisions of this Act which apply to economic associations. If such a legal person has no members, it may be converted in accordance with the provisions of this law applicable to foundations. Unofficial table of contents

§ 318 Transformations initiated. Changeover to the euro

(1) The provisions of this Act shall not apply to such conversions which, before 1 January 1995, shall be prepared by a contract or declaration or notarized by a notarial or a congregation of the shareholders. has been convened. For these conversions, the application of the rules applicable up to that date. (2) If a conversion is entered into the commercial register after 31 December 1998, the nominal amounts of shares shall be refixed in proportion to the total number of shares in the Capital company as an accepting entity whose shares still correspond to the nominal amount applicable until then, in accordance with the provisions in force up to that date. Where this law refers to the applicable founding rules for a new legal entity or a legal entity of a new legal form, or where the change of form into a capital company of other legal forms refers to the provisions of other laws relating to Without prejudice to the change in the share capital or the share capital, this applies in each case to the corresponding transfer provisions for the introduction of the euro in the Introduction Act to the German Stock Corporation Act and in the Law on Societies with limited liability; is a new legal entity or a legal entity new By 31 December 1998, the legal form of registration has been filed for registration in the Commercial Register, and it remains in the application of the founding rules applicable up to that date. Unofficial table of contents

Section 319 Revelation in connection with legacy liabilities

§ § 45, 133 (1), 3 to 5, § § 157, 167, 173, 224, 237, 249 and 257 shall also apply to liabilities incurred before 1 January 1995, if:

1.

the conversion is then entered in the register; and

2.

the liabilities shall be due no later than four years from the date on which the entry into the register of the conversion has been made known, or after the entry into force of the law on the time limitation of the post-liability of Social partners of 18 March 1994 (BGBl. 560).

On later due and before the entry into force of the law on the time limitation of the liability of shareholders of 18 March 1994 (BGBl. 560) are the liabilities arising from § § 45, 49 (4), § 56, 56f (2), § 57 (2) and § 58 (2) of the Transformation Act, as defined by Article 10 (8) of the Law of 19 December 1985 (BGBl. I p. 2355), as amended by the Notice of 6 November 1969 (BGBl. 2081), subject to the proviso that the limitation period shall be one year. In cases where the current law does not foresee a possibility of conversion, the liabilities referred to in the second sentence shall be subject to the provisions referred to in the first sentence. Unofficial table of contents

§ 320 Repeal of the Law of Conversion 1969

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Section 321 Transitional provision to the Act on the Implementation of the Shareholders ' Rights Directive and the Third Law amending the Transformation Act

(1) In the case of § 15 (2) sentence 1, it shall remain in respect of the period before 1 September 2009 with the interest rate applicable until then. (2) § 16 (3) sentence 3 No. 2 in the version of the law implementing the Shareholders ' Rights Directive of 30 July 2009 (BGBl. 2479) is not applicable to release procedures and appeal proceedings pending before 1 September 2009. (3) § 62 (4) and (5), § 63 (2) sentences 5 to 7, § 64 (1) and § 143 in the version of the Third Law amending Act The Law of Conversion of 11 July 2011 (BGBl. I p. 1338) shall apply for the first time to changes in which the contract of merger or cession has been concluded after 14 July 2011. Unofficial table of contents

Section 322 Joint operation

If, after the division or partial transfer takes effect, a division or entity involved in a split or partial transfer under the third or fourth book jointly operates a holding, it shall be deemed to be a holding in the sense of the Right of termination of protection. Unofficial table of contents

Section 323 Dismissal status

(1) The dismissal status of a worker who is in a working relationship prior to the effective date of division or partial transfer under the third or fourth book to the transferring legal entity is deteriorating on the basis of: the division or partial transfer for a period of two years from the date on which it becomes effective. (2) In the event of a merger, division or transfer of assets, a balance of interests shall be established in which those workers are: shall be designated after the conversion of a particular establishment or The assignment of the employees by the working court can only be checked for gross malativeness. Unofficial table of contents

Section 324 Rights and obligations at the time of transfer

§ 613a (1), (4) to (6) of the Civil Code shall remain unaffected by the effects of the registration of a merger, division or transfer of assets. Unofficial table of contents

Section 325 Co-determination

(1) In the event of a division or spin-off within the meaning of § 123 (2) and (3) of a transfer legal entity, the statutory conditions for the participation of the employees in the Supervisory Board shall be determined by the provisions applicable before the split Provisions shall apply for a period of five years from the date of separation or dissociation. This shall not apply where the provisions in question require a minimum number of employees and the calculated number of employees of the transferable legal entity falls to less than a quarter of that minimum. (2) the division or partial transfer of a legal entity results in the division of a holding and eliminates the rights or the rights of participation of the works council for the holdings resulting from the division, may be determined by operating agreement or Collective bargaining agreement will be agreed to continue these rights and participation rights. § § 9 and 27 of the Works Constitution Act remain unaffected.