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Stock Corporation Act

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Übersetzung durch Samson-Übersetzungen GmbH, Dr. Carmen von Schöning.

Translation provided by Samson-Übersetzungen GmbH, Dr. Carmen von Schöning.

Stand: Die Übersetzung berücksichtigt die Änderung(en) des Gesetzes durch Artikel 7 des Gesetzes vom 7. August 2021 (BGBl. I S. 3311)
Der Stand der deutschsprachigen Dokumentation kann aktueller sein. Vergleichen Sie dazu bitte http://www.gesetze-im-internet.de/aktg/BJNR010890965.html.

Version information: The translation includes the amendment(s) to the Act by Article 7 of the Act of 7 August 2021 (Federal Law Gazette I p. 3311)
Translations may not be updated at the same time as the German legal provisions displayed on this website. To compare with the current status of the German version, see http://www.gesetze-im-internet.de/aktg/BJNR010890965.html.

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Book 1
Stock corporation
Part 1
General provisions
Section 1Nature of the stock corporation
Section 2Number of founders
Section 3Merchant status conferred by law. Stock exchange listing
Section 4Business name
Section 5Seat
Section 6Share capital
Section 7Minimum nominal amount of the share capital
Section 8Form and minimum values of shares of stock
Section 9Issue price of the shares of stock
Section 10Shares of stock and temporary share certificates
Section 11Shares of particular classes of stock
Section 12Voting right. No multiple voting rights
Section 13Signature on share certificates
Section 14Jurisdiction
Section 15Affiliated enterprises
Section 16Enterprises in which a majority ownership interest is held and enterprises holding a majority of the ownership interest
Section 17Controlled and controlling enterprises
Section 18Group of enterprises and group member companies
Section 19Cross-shareholding enterprises
Section 20Notification obligations
Section 21Notification obligations of the company
Section 22Proof of ownership interest regarding which a notification has been issued
Part 2
Formation of the company
Section 23Establishment of the by-laws
Section 24(repealed)
Section 25Notices of the company by publication
Section 26Special benefits. Formation expenses
Section 27Contributions in kind, acquisitions of assets; repayment of contributions
Section 28Founders
Section 29Constitution of the company
Section 30Appointment of the supervisory board, of the management board and of the statutory auditor
Section 31Appointment of the supervisory board where the company is formed on the basis of contributions in kind
Section 32Formation report
Section 33Audit of the formation. General provisions
Section 33aFormation of the company on the basis of contributions in kind without the formation being subjected to an external audit
Section 34Scope of the formation audit
Section 35Differences of opinion between founders and formation auditors. Remuneration and expenditures of the formation auditors
Section 36Application for registration of the company
Section 36aPayment or rendering of contributions
Section 37Content of the application for registration
Section 37aApplication for registration in the case of the company being formed on the basis of contributions in kind without the formation being subjected to an external audit
Section 38Court review
Section 39Content of the entry in the register
Section 40(repealed)
Section 41Actions taken in the name of the company prior to its entry in the register. Prohibited issuance of shares of stock
Section 42Single-member company
Sections 43 and 44(repealed)
Section 45Relocation of the seat
Section 46Liability and responsibilities of the founders
Section 47Liability and responsibilities of other persons besides the founders
Section 48Liability and responsibilities of the management board and of the supervisory board
Section 49Liability and responsibilities of the formation auditors
Section 50Waiver and compromise
Section 51Prescription of the claims to compensation
Section 52Post-formation agreements
Section 53Claims to compensation in the context of post-formation agreements
Part 3
Legal relationships of the company and of the shareholders
Section 53aEqual treatment of stockholders
Section 54Principal duty of stockholders
Section 55Incidental duties of the stockholders
Section 56No subscription of a company’s own shares of stock. Acquisition of shares of stock for the account of the company or by a controlled enterprise or an enterprise in which a majority ownership interest is held
Section 57No restitution of the contributions, no interest accruing to same
Section 58Appropriation of the surplus for the year
Section 59Interim payment towards the net income
Section 60Distribution of profits
Section 61Remuneration of collateral performance
Section 62Liability of stockholders in case of the receipt of prohibited performance
Section 63Consequences of late payment of contributions
Section 64Expulsion of defaulting stockholders
Section 65Payment obligation of preceding endorsers
Section 66No relief of the stockholders from their obligations to perform
Section 67Entry in the share register
Section 67aTransmission of information regarding corporate events; definitions
Section 67bTransmission of information by intermediaries to the stockholders
Section 67cTransmission of information by intermediaries to the company; confirmation of shareholding
Section 67dEntitlement of the company vis-à-vis intermediaries to obtain information
Section 67eProcessing and rectification of stockholders’ personal data
Section 67fCosts; power to make statutory instruments
Section 68Transfer of registered shares of stock. Restrictions on transferability
Section 69Joint holding of a share of stock
Section 70Calculation of the period of possession of the share of stock
Section 71Purchase of treasury shares of stock
Section 71aTransactions serving purposes of circumvention
Section 71bRights attaching to treasury shares of stock
Section 71cDisposal of treasury shares of stock and redemption of same
Section 71dPurchase of treasury shares of stock by third parties
Section 71eAccepting treasury shares of stock in pledge
Section 72Invalidation of shares of stock by way of judicial public notice
Section 73Invalidation of share certificates by the company
Section 74New certificates replacing damaged or defaced share certificates or temporary share certificates
Section 75New profit participation certificates
Part 4
Constitution of the stock corporation
Division 1
Management board
Section 76Management of the stock corporation
Section 77Management
Section 78Representation
Section 79(repealed)
Section 80Particulars shown on business letters
Section 81Modifications to the composition of the management board and changes to the power of representation of its members
Section 82Restrictions of the power to represent the company and to manage its affairs
Section 83Preparations for and implementation of resolutions adopted by the general meeting
Section 84Appointment of members of the management board and removal from office
Section 85Appointment by the court
Section 86(repealed)
Section 87Principles applying to the emoluments of the members of the management board
Section 87aRemuneration system of listed companies
Section 88Prohibition of competition
Section 89Loans granted to members of the management board
Section 90Reports to the supervisory board
Section 91Organisation; accounting
Section 92Obligations of the management board in the case of loss, over-indebtedness or inability to pay debts as they fall due
Section 93Duty of the members of the management board to exercise skill and care; liability and responsibilities
Section 94Deputy members of the management board
Division 2
Supervisory board
Section 95Number of members of the supervisory board
Section 96Composition of the supervisory board
Section 97Notice by publication of the composition of the supervisory board
Section 98Court decision on the composition of the supervisory board
Section 99Procedure
Section 100Personal pre-requisites to be fulfilled by members of the supervisory board
Section 101Appointment of members to the supervisory board
Section 102Term of office of the supervisory board members
Section 103Removal from office of supervisory board members
Section 104Appointment by the court
Section 105Incompatibility of membership in the management board and in the supervisory board
Section 106Notice of modifications of the supervisory board’s composition
Section 107Internal organisation of the supervisory board
Section 108Resolutions adopted by the supervisory board
Section 109Participation at meetings of the supervisory board and its committees
Section 110Convening the supervisory board
Section 111Tasks and rights of the supervisory board
Section 111aRelated party transactions
Section 111bReservation of consent by the supervisory board in the case of related party transactions
Section 111cDisclosure of related party transactions
Section 112Representation of the company vis-à-vis members of the management board
Section 113Remuneration of the members of the supervisory board
Section 114Contracts with members of the supervisory board
Section 115Loans granted to members of the supervisory board
Section 116Duty of the members of the supervisory board to exercise skill and care, liability and responsibilities
Division 3
Exploitation of influence over the company
Section 117Obligation to provide compensation for damages
Division 4
General meeting
Subdivision 1
Rights of the general meeting
Section 118General provisions
Section 119Rights of the general meeting
Section 120Approval of actions and granting of discharge
Section 120aVote on the remuneration system and on the remuneration report
Subdivision 2
Convening the general meeting
Section 121General provisions
Section 122Convening the general meeting upon a corresponding demand being made by a minority
Section 123Period, registration for the general meeting, proof
Section 124Notice by publication of demands for amendment; guidance regarding resolutions
Section 124aPublications on the company’s website
Section 125Notifications for the stockholders and to members of the supervisory board
Section 126Motions by stockholders
Section 127Nominations by stockholders
Section 127aStockholders’ forum
Section 128(repealed)
Subdivision 3
Minutes of the deliberations. Right to demand information
Section 129Rules of procedure, list of attendees, proof of votes having been counted
Section 130Minutes
Section 131Stockholder’s right to request information
Section 132Court decision regarding the right to request information
Subdivision 4
Voting right
Section 133Principle of the simple majority of the votes cast
Section 134Voting right
Section 134aDefinitions; scope of application
Section 134bEngagement policy, engagement report, voting behaviour
Section 134cDisclosure requirements imposed on institutional investors and asset managers
Section 134dDisclosure requirements of proxy advisers
Section 135Exercise of the voting right by intermediaries and commercial proxy services
Section 136Suspension of the voting right
Section 137Votes on nominations by stockholders
Subdivision 5
Separate resolution
Section 138Separate meeting. Separate vote
Subdivision 6
Preferential stock without voting rights
Section 139Nature
Section 140Rights of holders of preferential stock
Section 141Cancellation or limitation of the preferential right to profits
Subdivision 7
Special audit. Assertion of claims to compensation
Section 142Appointment of special auditors
Section 143Selection of special auditors
Section 144Liability and responsibilities of the special auditor
Section 145Rights of the special auditors. Report on the audit
Section 146Costs
Section 147Assertion of claims to compensation
Section 148Proceedings for leave to bring an action
Section 149Notices published regarding a liability action
Part 5
Accounting. Appropriation of profits
Division 1
Annual financial statements and management report, declaration of compliance and remuneration report
Section 150Legal reserve. Capital reserve
Section 150a(repealed)
Section 151(repealed)
Section 152Provisions regarding the balance sheet
Sections 153 to 157(repealed)
Section 158Provisions governing the profit and loss account
Section 159(repealed)
Section 160Provisions governing the notes
Section 161Declaration stipulated by the Corporate Governance Code
Section 162Remuneration report
Division 2
Audit of the annual financial statements
Subdivision 1
Audit by statutory auditors
Sections 163 to 169(repealed)
Subdivision 2
Audit by the supervisory board
Section 170Submission to the supervisory board
Section 171Audit by the supervisory board
Division 3
Approval and establishment of the annual financial statements. Appropriation of profits
Subdivision 1
Approval and establishment of the annual financial statements
Section 172Approval and establishment by the management board and the supervisory board
Section 173Approval and establishment by the general meeting
Subdivision 2
Appropriation of profits
Section 174
Subdivision 3
Ordinary annual general meeting
Section 175Convening the annual general meeting
Section 176Documents submitted. Presence of the statutory auditor
Division 4
Notice by publication of the annual financial statements
Section 177(repealed)
Section 178(repealed)
Part 6
Amendment of the by-laws. Measures serving the procurement of capital and the reduction of capital
Division 1
Amendment of the by-laws
Section 179Resolution adopted by the general meeting
Section 179aDuty to transfer the assets of the company in their entirety
Section 180Consent of the stockholders affected
Section 181Entry in the register of the amendment of the by-laws
Division 2
Measures serving the procurement of capital
Subdivision 1
Capital increase in return for contributions
Section 182Pre-requisites
Section 183Capital increase based on contributions in kind; repayment of contributions
Section 183aCapital increase based on contributions in kind not subjected to an audit
Section 184Application for registration of the resolution
Section 185Subscription of the new shares of stock
Section 186Pre-emptive right for newly issued shares of stock
Section 187Commitment to grant rights to subscribe to new shares of stock
Section 188Application for registration of the implementation and its entry in the register
Section 189Entry into force of the capital increase
Section 190(repealed)
Section 191Prohibited issuance of shares of stock and temporary share certificates
Subdivision 2
Conditional capital increase
Section 192Pre-requisites
Section 193Requirements to be met by the resolution
Section 194Conditional capital increase based on contributions in kind; repayment of contributions
Section 195Application for registration of the resolution
Section 196(repealed)
Section 197Prohibited issuance of shares of stock
Section 198Declaration as to the exercise of the subscription right
Section 199Issuance of the shares of a new issue
Section 200Entry into force of the conditional capital increase
Section 201Application for registration of the issuance of shares of a new issue
Subdivision 3
Authorised capital
Section 202Pre-requisites
Section 203Issuance of the new shares of stock
Section 204Terms governing the issuance of the shares of stock
Section 205Issuance in return for contributions in kind; repayment of contributions
Section 206Contracts as to contributions in kind prior to the company being entered in the Commercial Register
Subdivision 4
Capital increase using company funds
Section 207Pre-requisites
Section 208Convertibility of the capital reserve and retained earnings
Section 209Balance sheet serving as the basis
Section 210Application for registration of the resolution and its entry in the register
Section 211Entry into force of the capital increase
Section 212Beneficiaries of the capital increase
Section 213Fractional shares of stock
Section 214Calls made on the stockholders
Section 215Treasury shares of stock. Partly paid shares of stock
Section 216Protection of the rights of the stockholders and of third parties
Section 217Commencement of the participation in the profits
Section 218Contingent capital
Section 219Prohibited issuance of shares of stock and temporary share certificates
Section 220Carrying values
Subdivision 5
Convertible bonds. Income bonds
Section 221
Division 3
Measures serving the reduction of capital
Subdivision 1
Ordinary capital reduction
Section 222Pre-requisites
Section 223Application for registration of the resolution
Section 224Entry into force of the capital reduction
Section 225Protection of creditors
Section 226Invalidation of shares of stock
Section 227Application for registration of the implementation
Section 228Reduction below the minimum nominal amount
Subdivision 2
Simplified capital reduction
Section 229Pre-requisites
Section 230Prohibition of payments to the stockholders
Section 231Limited allocation to the capital reserve and to the legal reserve
Section 232Allocation of amounts to the capital reserve in the case of losses having been overestimated
Section 233Distribution of profits. Protection of creditors
Section 234Retroactive effect of the capital reduction
Section 235Retroactive effect of a concurrent capital increase
Section 236Disclosure
Subdivision 3
Capital reduction by redeeming shares of stock. Exception for no-par-value shares
Section 237Pre-requisites
Section 238Entry into force of the capital reduction
Section 239Application for registration of the implementation
Subdivision 4
Reporting the capital reduction
Section 240
Part 7
Nullity of resolutions adopted by the general meeting and of the annual financial statements as approved and established. Special audit for impermissible understatement
Division 1
Nullity of resolutions adopted by the general meeting
Subdivision 1
General provisions
Section 241Grounds for nullity
Section 242Remedy of nullity
Section 243Grounds for avoidance
Section 244Confirmation of voidable resolutions adopted by the general meeting
Section 245Authority to bring an action for avoidance
Section 246Action for avoidance
Section 246aProceedings for the release for entry in the register
Section 247Value of the matter in dispute
Section 248Effects of the judgment
Section 248aNotices by publication regarding the action for avoidance
Section 249Action for annulment
Subdivision 2
Nullity of certain resolutions adopted by the general meeting
Section 250Nullity of the election of members of the supervisory board
Section 251Action to set aside the election of members of the supervisory board
Section 252Effects of the judgment
Section 253Nullity of the resolution as to the appropriation of the net income
Section 254Action for avoidance of the resolution as to the appropriation of the net income
Section 255Action for avoidance of the capital increase in return for contributions
Division 2
Nullity of the annual financial statements as approved and established
Section 256Nullity
Section 257Action for avoidance of the approval of the annual financial statements by the general meeting
Division 3
Special audit for impermissible understatement
Section 258Appointment of special auditors
Section 259Report on the audit. Conclusive determinations
Section 260Court decision as to the conclusive determinations by the special auditors
Section 261Decision as to the revenue by reason of a higher valuation
Section 261aNotifications to be made to the Federal Financial Supervisory Authority (BAFin)
Part 8
Dissolution and declaration of the company’s nullity
Division 1
Dissolution
Subdivision 1
Reasons for dissolving the company and application for registration
Section 262Reasons for dissolving the company
Section 263Application for registration of the dissolution and its entry in the register
Subdivision 2
Winding up
Section 264Need to wind up
Section 265Liquidators
Section 266Application for registration of liquidators
Section 267Notice to the company’s creditors
Section 268Duties of the liquidators
Section 269Representation by the liquidators
Section 270Opening balance sheet. Annual financial statements and management report
Section 271Distribution of the assets
Section 272Protection of creditors
Section 273Completion of the winding up
Section 274Continuation of a dissolved company
Division 2
Declaration of nullity of the company
Section 275Action for declaration of nullity
Section 276Remediation of deficiencies
Section 277Effect of the entry in the register of nullity
Book 2
Public partly limited partnership
Section 278Nature of the public partly limited partnership
Section 279Business name
Section 280Establishment of the by-laws. Founders
Section 281Content of the by-laws
Section 282Entry in the register of the general partners
Section 283General partners
Section 284Prohibition of competition
Section 285General meeting
Section 286Annual financial statements. Management report
Section 287Supervisory board
Section 288Withdrawals by general partners. Granting of loans
Section 289Dissolution
Section 290Winding up
Book 3
Affiliated enterprises
Part 1
Inter-company agreements
Division 1
Types of inter-company agreements
Section 291Control agreement. Profit and loss absorption agreement
Section 292Other inter-company agreements
Division 2
Conclusion, amendment and termination of inter-company agreements
Section 293Consent of the general meeting
Section 293aReport on the inter-company agreement
Section 293bAudit of the inter-company agreement
Section 293cAppointment of the contract auditors
Section 293dSelection, position, as well as liability and responsibilities of the contract auditors
Section 293eReport on the audit
Section 293fPreparations for the general meeting
Section 293gConduct of the general meeting
Section 294Entry in the register. Entry into force
Section 295Amendment
Section 296Rescission
Section 297Termination
Section 298Application for registration and entry in the register
Section 299Prohibition of instructions
Division 3
Securitisation of the company and the creditors
Section 300Legal reserve
Section 301Maximum amount of the profit transfer
Section 302Absorption of losses
Section 303Protection of creditors
Division 4
Securitisation of the external stockholders in the case of control agreements and profit and loss absorption agreements
Section 304Appropriate compensation
Section 305Settlement payment
Section 306(repealed)
Section 307Termination of the agreement in order to provide security to external stockholders
Part 2
Power of direction as well as liability and responsibilities in the case of controlled enterprises
Division 1
Power of direction as well as liability and responsibilities in the case of a control agreement
Section 308Power of direction
Section 309Liability and responsibilities of the legal representatives of the controlling enterprise
Section 310Liability and responsibilities of the officers of the company
Division 2
Liability and responsibilities in the case of no control agreement existing
Section 311Limitations restricting the exertion of influence
Section 312Report by the management board on the relations with affiliated enterprises
Section 313Audit by the statutory auditor
Section 314Audit by the supervisory board
Section 315Special audit
Section 316No report on relations with affiliated enterprises where a profit and loss absorption agreement has been concluded
Section 317Liability and responsibilities of the controlling enterprise and its legal representatives
Section 318Liability and responsibilities of the officers of the company
Part 3
Integrated companies
Section 319Integration
Section 320Integration by a resolution of the majority
Section 320aEffects of the integration
Section 320bSettlement payment to former stockholders
Section 321Protection of creditors
Section 322Liability of the principal company
Section 323Power of direction of the principal company as well as liability and responsibilities of the members of the management board
Section 324Legal reserve. Profit transfer. Loss absorption
Section 325(repealed)
Section 326Right of the stockholders of the principal company to request information
Section 327End of the integration
Part 4
Expulsion of minority stockholders
Section 327aTransfer of shares of stock in return for cash settlement
Section 327bCash settlement
Section 327cPreparations for the general meeting
Section 327dConduct of the general meeting
Section 327eEntry in the register of the resolution as to the transfer
Section 327fCourt review of the settlement payment
Part 5
Cross-shareholding enterprises
Section 328Limitation of rights
Part 6
Group accounting
Sections 329 to 336(repealed)
Section 337(repealed)
Section 338(repealed)
Book 4
Specific provisions, penal provisions and final provisions
Part 1
Specific provisions applying to cases in which local authorities hold an ownership interest
Section 393aAppointment to organs of stock corporations in which the Federation holds a majority interest
Section 394Reports from members of the supervisory board
Section 395Obligation of secrecy
Part 2
Dissolution by the court
Section 396Pre-requisites
Section 397Orders issued in the case of dissolution
Section 398Entry in the register
Part 3
Provisions regarding punitive fines and administrative fines. Final provisions
Section 399False information
Section 400False representation of facts
Section 401Dereliction of duties in the cases of loss, over-indebtedness or inability to pay debts as they fall due
Section 402False issuance of proof of entitlement
Section 403Violation of reporting obligations
Section 404Violation of the obligation to maintain confidentiality
Section 404aViolation of the obligations entailed by the auditing of accounts
Section 405Administrative offences
Section 406(repealed)
Section 407Coercive penalty payments
Section 407aNotifications to the auditing oversight body
Section 408Liability to punishment of general partners of a public partly limited partnership
Section 409Application in Berlin
Section 410Entry into force