Übersetzung durch Samson-Übersetzungen GmbH, Dr. Carmen v. Schöning
Translation provided by Samson-Übersetzungen GmbH, Dr. Carmen v. Schöning
Stand: Die Übersetzung berücksichtigt die Änderung(en) des Gesetzes durch Artikel 22 des Gesetzes vom 24. April 2015 (BGBl. I S. 642)
Der Stand der deutschsprachigen Dokumentation kann aktueller sein. Vergleichen Sie dazu bitte http://www.gesetze-im-internet.de/umwg_1995/BJNR321010994.html.
Version information: The translation includes the amendment(s) to the Act by Article 22 of the Act of 24 April 2015 (Federal Law Gazette I page 642)
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/umwg_1995/BJNR321010994.html.
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Book 1
Eligibility for a transformation |
| Section 1Types of transformation; statutory restrictions |
Book 2
Merger |
Part 1
General regulations |
Chapter 1
Eligibility for a merger |
| Section 2Types of mergers |
| Section 3Legal entities eligible for mergers |
Chapter 2
Merger by absorption |
| Section 4 Merger agreement |
| Section 5 Substance of the merger agreement |
| Section 6Form of the merger agreement |
| Section 7Termination of the merger agreement |
| Section 8 Merger report |
| Section 9 Audit of the merger |
| Section 10 Appointment of the merger auditors |
| Section 11 Position and responsibilities of the merger auditors |
| Section 12 Audit report |
| Section 13 Resolutions adopted as to the merger agreement |
| Section 14 Period for filing actions against the merger resolution; court actions that are not an available remedy against the merger resolution |
| Section 15 Improvement of the ratio applicable to the exchange |
| Section 16 Application for entry of the merger in the register |
| Section 17 Annexes to the application for entry in the register |
| Section 18 Firm name or name of the acquiring legal entity |
| Section 19 Entry in the register of the merger and publication by notice of same |
| Section 20 Effects of the entry in the register |
| Section 21 Effect on contracts imposing reciprocal obligations |
| Section 22 Protection of creditors |
| Section 23 Protection of holders of special privileges |
| Section 24 Valuation procedures used by the acquiring legal entity |
| Section 25 Obligation of the administrative bodies of the legal entities being acquired to provide compensation for damages |
| Section 26 Assertion of the claim to compensation of damages |
| Section 27 Obligation of the administrative bodies of the acquiring legal entity to provide compensation of damages |
| Section 28 Invalidity of the merger resolution adopted by a legal entity being acquired |
| Section 29 Offer of compensation in the merger agreement |
| Section 30 Substance of the claim to cash compensation and review of the cash compensation |
| Section 31 Acceptance of the offer |
| Section 32 Actions that are not an available remedy against the merger resolution |
| Section 33 Disposition in other ways |
| Section 34 Court review of the compensation |
| Section 35 Designation of unknown stockholders; suspension of voting right |
Chapter 3
Merger by new formation |
| Section 36 Applicable regulations |
| Section 37 Substance of the merger agreement |
| Section 38 Application for entry in the register of the merger and of the newly formed legal entity |
Part 2
Special regulations |
Chapter 1
Merger involving partnerships |
Subchapter 1
Merger involving commercial partnerships |
| Section 39 Ineligibility for a merger |
| Section 40 Substance of the merger agreement |
| Section 41 Merger report |
| Section 42 Notification of the shareholders |
| Section 43 Resolution adopted by the meeting of shareholders |
| Section 44 Audit of the merger |
| Section 45 Limitation in time of the liability of personally liable shareholders |
Subchapter 2
Merger involving professional partnerships |
| Section 45a Eligibility for a merger |
| Section 45b Substance of the merger agreement |
| Section 45c Merger report and notification of the partners |
| Section 45d Resolution adopted by the meeting of shareholders |
| Section 45e Applicable regulations |
Chapter 2
Merger involving limited liability companies |
Subchapter 1
Merger by absorption |
| Section 46 Substance of the merger agreement |
| Section 47 Notification of the shareholders |
| Section 48 Audit of the merger |
| Section 49 Preparations for the meeting of shareholders |
| Section 50 Resolution adopted by the meeting of shareholders |
| Section 51 Consents required in special circumstances |
| Section 52 Application for entry in the register of the merger |
| Section 53 Entry in the register in the event of a share capital increase |
| Section 54 Merger without an increase of capital |
| Section 55 Merger with an increase of capital |
Subchapter 2
Merger by new formation |
| Section 56 Applicable regulations |
| Section 57Substance of the articles of association |
| Section 58 Report on company formation on the basis of contributions in kind |
| Section 59 Merger resolutions |
Chapter 3
Merger involving stock corporations |
Subchapter 1
Merger by absorption |
| Section 60 Audit of the merger; appointment of the merger auditors |
| Section 61Publication by notice of the merger agreement |
| Section 62 Group mergers |
| Section 63 Preparations for the general meeting |
| Section 64 Conduct of the general meeting |
| Section 65 Resolution by the general meeting |
| Section 66 Entry in the register in the event of an increase of the nominal capital |
| Section 67 Application of the regulations concerning post-formation agreements |
| Section 68 Merger without an increase of capital |
| Section 69 Merger with capital increase |
| Section 70 Assertion of a claim to compensation of damages |
| Section 71 Appointment of a trustee |
| Section 72 Exchange of stock |
Subchapter 2
Merger by new formation |
| Section 73 Applicable regulations |
| Section 74 Substance of the by-laws |
| Section 75 Formation report and audit of the formation |
| Section 76 Merger resolutions |
| Section 77 (repealed) |
Chapter 4
Merger involving partnerships limited by shares |
| Section 78 Applicable regulations |
Chapter 5
Merger involving registered cooperative societies |
Subchapter 1
Merger by absorption |
| Section 79Eligibility for a merger |
| Section 80Substance of the merger agreement in the case of absorption by a cooperative society |
| Section 81Expert report of the confederation responsible for auditing cooperative societies |
| Section 82Preparations for the general assembly |
| Section 83 Conduct of the general assembly |
| Section 84 Resolution adopted by the general assembly |
| Section 85 Improvement of the ratio applicable to the exchange |
| Section 86 Annexes to the application for entry in the register |
| Section 87 Exchange of shares |
| Section 88 Amounts of the members’ capital contributions where companies limited by shares or associations having legal personality are absorbed |
| Section 89 Entry in the list of members of the cooperative society’s members; notification |
| Section 90 Rejection of shares or memberships by individual owners of shares |
| Section 91 Formal requirements and deadlines applying to the rejection |
| Section 92 Entry of the rejection in the list of members |
| Section 93 Distribution of assets |
| Section 94 Disbursement of the credit balance resulting from the distribution of assets |
| Section 95 Continuance of the obligation to provide additional funding |
Subchapter 2
Merger by new formation |
| Section 96 Applicable regulations |
| Section 97 Obligations of the representative bodies of the legal entity being acquired |
| Section 98 Merger resolutions |
Chapter 6
Merger involving associations having legal personality |
| Section 99 Eligibility for a merger |
| Section 100 Audit of the merger |
| Section 101 Preparations for the meeting of members |
| Section 102 Conduct of the meeting of members |
| Section 103Resolution adopted by the meeting of members |
| Section 104 Publication by notice of the merger |
| Section 104a Ineligibility for cash compensation in certain cases |
Chapter 7
Merger of confederations responsible for auditing cooperative societies |
| Section 105 Eligibility for a merger |
| Section 106 Preparations for the meeting of members, conduct of same, and adoption of resolutions by same |
| Section 107 Obligations of the management boards |
| Section 108 Resignation by members of the confederation being acquired |
Chapter 8
Merger of mutual insurance companies |
Subchapter 1
Eligibility for a merger |
| Section 109 Legal entities eligible for merger |
Subchapter 2
Merger by absorption |
| Section 110Substance of the merger agreement |
| Section 111 Publication by notice of the merger agreement |
| Section 112 Preparations for the assembly of the most senior representative committee, conduct of same, and adoption of resolutions by same |
| Section 113 No court review |
Subchapter 3
Merger by new formation |
| Section 114 Applicable regulations |
| Section 115 Appointment of the representative bodies of the mutual insurance companies |
| Section 116 Resolutions adopted by the most senior representative committees |
| Section 117 Inception of the new mutual insurance company; publication by notice |
Subchapter 4
Merger of smaller mutual insurance companies |
| Section 118 Applicable regulations |
| Section 119 Publication by notice of the merger |
Chapter 9
Merger of companies limited by shares with the assets of a sole shareholder |
| Section 120 Eligibility for a merger |
| Section 121 Applicable regulations |
| Section 122 Entry in the commercial register |
Chapter 10
Cross-border merger of companies limited by shares |
| Section 122a Cross-border merger |
| Section 122b Companies eligible for mergers |
| Section 122c Draft terms of merger |
| Section 122d Publication by notice of the draft terms of mergers |
| Section 122e Report on the cross-border merger |
| Section 122f Audit of the cross-border merger |
| Section 122g Consent by the owners of shares |
| Section 122h Improvement of the ratio applicable to the exchange |
| Section 122i Compensation offer in the draft terms of merger |
| Section 122j Protection afforded to the creditors of the company being acquired |
| Section 122k Merger certificate |
| Section 122l Entry in the register of the cross-border merger |
Book 3
Division into several enterprises |
Part 1
General regulations |
Chapter 1
Eligibility for division into several enterprises |
| Section 123 Types of divisions into several enterprises |
| Section 124 Legal entities eligible for division into several enterprises |
| Section 125 Applicable regulations |
Chapter 2
Division into several enterprises for purposes of absorption |
| Section 126 Substance of the division and takeover agreement |
| Section 127 Report on the division |
| Section 128 Consent to the division into several enterprises in special circumstances |
| Section 129 Application for entry in the register of the division into several enterprises |
| Section 130 Entry in the register of the division into several enterprises |
| Section 131Effects of the entry in the register |
| Section 132(repealed) |
| Section 133 Protection of creditors and of holders of special rights |
| Section 134 Protection of creditors in special cases |
Chapter 3
Division into several enterprises for purposes of new formation |
| Section 135 Applicable regulations |
| Section 136 Draft terms of the division into several enterprises |
| Section 137 Application for entry in the register and entry in same of the newly formed legal entities and of the division into several enterprises |
Part 2
Special regulations |
Chapter 1
Division into several enterprises involving limited liability companies |
| Section 138 Report on company formation on the basis of contributions in kind |
| Section 139 Reduction of the share capital |
| Section 140 Application for entry in the register of the spin-off or the hive-down |
Chapter 2
Division into several enterprises involving stock corporations and partnerships limited by shares |
| Section 141 Ineligibility for a division into several enterprises |
| Section 142 Division into several enterprises with capital increase; report on the division |
| Section 143 Division into several enterprises for purposes of new formation while maintaining the ratio of ownership interests |
| Section 144 Formation report and audit of the formation |
| Section 145Reduction of the nominal capital |
| Section 146 Application for entry in the register of the spin-off or the hive-down |
Chapter 3
Division into several enterprises involving registered cooperative societies |
| Section 147Eligibility for a division into several enterprises |
| Section 148 Application for entry in the register of the spin-off or the hive-down |
Chapter 4
Division into several enterprises involving associations having legal personality |
| Section 149Eligibility for a division into several enterprises |
Chapter 5
Division into several enterprises with the involvement of confederations responsible for auditing cooperative societies |
| Section 150 Eligibility for a division into several enterprises |
Chapter 6
Division into several enterprises involving mutual insurance companies |
| Section 151 Eligibility for a division into several enterprises |
Chapter 7
Hive-down out of the assets of a sole trader |
Subchapter 1
Eligibility for a hive-down |
| Section 152 Acquiring legal entities or newly formed legal entities |
Subchapter 2
Hive-down for purposes of absorption |
| Section 153 Report on the hive-down |
| Section 154Entry in the register of the hive-down |
| Section 155 Effects of the hive-down |
| Section 156 Liability of the sole trader |
| Section 157 Limitation in time of the liability for transferred liabilities |
Subchapter 3
Hive-down for purposes of new formation |
| Section 158Applicable regulations |
| Section 159 Report on company formation on the basis of contributions in kind, formation report, and audit of the formation |
| Section 160 Application for entry in the register and entry in the register |
Chapter 8
Hive-down out of the assets of foundations having legal personality |
| Section 161 Eligibility for a hive-down |
| Section 162 Report on the hive-down |
| Section 163Resolution on the agreement |
| Section 164Approval of the hive-down |
| Section 165Report on company formation on the basis of contributions in kind and formation report |
| Section 166 Liability of the foundation |
| Section 167 Limitation in time of the liability for transferred liabilities |
Chapter 9
Hive-down out of the assets of local authorities or networks of local authorities |
| Section 168Eligibility for a hive-down |
| Section 169 Report on the hive-down; resolution as to a hive-down |
| Section 170 Report on company formation on the basis of contributions in kind; formation report |
| Section 171 Entry into force of the hive-down |
| Section 172Liability of the authority or the network |
| Section 173 Limitation in time of the liability for transferred liabilities |
Book 4
Asset transfer |
Part 1
Eligibility for an asset transfer |
| Section 174 Types of asset transfer |
| Section 175 Legal entities involved |
Part 2
Transfer of the assets, or parts of the assets, of a company limited by shares to the public sector |
Chapter 1
Full transfer |
| Section 176 Application of the rules governing mergers |
Chapter 2
Partial transfer |
| Section 177 Application of the rules governing divisions into several enterprises |
Part 3
Asset transfers among insurers |
Chapter 1
Transfer of the assets of a stock corporation to mutual insurance companies or to public-law insurers |
Subchapter 1
Full transfer |
| Section 178 Application of the rules governing mergers |
Subchapter 2
Partial transfer |
| Section 179 Application of the rules governing divisions into several enterprises |
Chapter 2
Transfer of the assets of a mutual insurance company to stock corporations or public-law insurers |
Subchapter 1
Full transfer |
| Section 180 Application of the rules governing mergers |
| Section 181 Provision of compensation |
| Section 182 Notification of the members |
| Section 183 Appointment of a trustee |
Subchapter 2
Partial transfer |
| Section 184 Application of the rules governing divisions into several enterprises |
Chapter 3
Transfer of the assets of a smaller mutual insurance company to a stock corporation or to a public-law insurer |
| Section 185 Eligibility for an asset transfer |
| Section 186 Applicable regulations |
| Section 187 Publication by notice of the asset transfer |
Chapter 4
Transfer of the assets of a public-law insurer to stock corporations or mutual insurance companies |
Subchapter 1
Full transfer |
| Section 188Application of the rules governing mergers |
Subchapter 2
Partial transfer |
| Section 189 Application of the rules governing divisions into several enterprises |
Book 5
Change of the legal form |
Part 1
General regulations |
| Section 190 General scope of application |
| Section 191 Eligible legal entities |
| Section 192 Report on the change of legal form |
| Section 193 Resolution to change the legal form |
| Section 194 Substance of the resolution on change of legal form |
| Section 195Period for filing actions against the resolution on change of legal form; court actions that are not an available remedy against the resolution on change of legal form |
| Section 196 Improvement of the ownership interest held |
| Section 197 Applicable company formation rules |
| Section 198 Application for entry in the register of the change of legal form |
| Section 199 Annexes to the application for entry in the register |
| Section 200 Firm name or name of the legal entity |
| Section 201Publication by notice of the change of legal form |
| Section 202 Effects of the entry in the register |
| Section 203 Term of office the members of the supervisory board |
| Section 204 Protection of the creditors and of the holders of special rights |
| Section 205 Obligation to provide compensation for damages of the administrative bodies of the legal entity changing its legal form |
| Section 206 Assertion of the claim to compensation of damages |
| Section 207 Offer of cash compensation |
| Section 208 Content of the claim to cash compensation and review of the cash compensation |
| Section 209Acceptance of the offer |
| Section 210 Actions that are not an available remedy against the resolution on change of legal form |
| Section 211 Disposition in other ways |
| Section 212 Court review of the compensation |
| Section 213 Unknown stockholders |
Part 2
Special regulations |
Chapter 1
Change of the legal form of partnerships |
Subchapter 1
Change of the legal form of commercial partnerships |
| Section 214 Eligibility for a change of legal form |
| Section 215 Report on the change of legal form |
| Section 216 Notification of the shareholders |
| Section 217 Resolution adopted by the meeting of shareholders |
| Section 218 Substance of the resolution on change of legal form |
| Section 219 Legal status as a founder |
| Section 220Capital protection |
| Section 221Accession of personally liable shareholders |
| Section 222 Application for entry in the register of the change of legal form |
| Section 223 Annexes to the application for entry in the register |
| Section 224 Continuance and limitation in time of personal liability |
| Section 225 Review of the offer of compensation |
Subchapter 2
Change of the legal form of professional partnerships |
| Section 225a Eligibility for a change of legal form |
| Section 225b Report on the change of legal form and notification of the partners |
| Section 225c Applicable regulations |
Chapter 2
Change of the legal form by companies limited by shares |
Subchapter 1
General regulations |
| Section 226Eligibility for a change of legal form |
| Section 227Regulations having no application |
Subchapter 2
Change of the legal form by partnerships |
| Section 228Eligibility for a change of legal form |
| Section 229 (repealed) |
| Section 230 Preparations for the assembly of the owners of shares |
| Section 231Notice of the offer of compensation |
| Section 232 Conduct of the assembly of the owners of shares |
| Section 233 Resolution adopted by the assembly of the owners of shares |
| Section 234 Substance of the resolution on change of legal form |
| Section 235Application for entry in the register of the change of legal form |
| Section 236Effects of the change of legal form |
| Section 237 Continuance and limitation in time of personal liability |
Subchapter 3
Change of the legal form to that of a company limited by shares having a different legal form |
| Section 238 Preparations for the assembly of the owners of shares |
| Section 239 Conduct of the assembly of the owners of shares |
| Section 240 Resolution adopted by the assembly of the owners of shares |
| Section 241 Consents required for the change of legal form by a limited liability company |
| Section 242 Consent required for the change of legal form by a stock corporation or by a partnership limited by shares |
| Section 243 Substance of the resolution on change of legal form |
| Section 244 Record of the resolution on change of legal form; articles of association |
| Section 245Legal status as a founder; capital protection |
| Section 246 Application for entry in the register of the change of legal form |
| Section 247 Effects of the change of legal form |
| Section 248 Exchange of the shares |
| Section 249 Protection of creditors |
| Section 250 Regulations having no application |
Subchapter 4
Change of the legal form to that of a registered cooperative society |
| Section 251 Preparations for and conduct of the assembly of the owners of shares |
| Section 252 Resolution adopted by the assembly of the owners of shares |
| Section 253 Substance of the resolution on change of legal form |
| Section 254 Application for entry in the register of the change of legal form |
| Section 255 Effects of the change of legal form |
| Section 256 Amounts of the members’ capital contributions; notification of members |
| Section 257 Protection of creditors |
Chapter 3
Change of the legal form of registered cooperative societies |
| Section 258 Eligibility for a change of legal form |
| Section 259 Expert report of the confederation responsible for auditing cooperative societies |
| Section 260 Preparations for the general assembly |
| Section 261 Conduct of the general assembly |
| Section 262 Resolution adopted by the general assembly |
| Section 263 Substance of the resolution on change of legal form |
| Section 264 Capital protection |
| Section 265 Application for entry in the register of the change of legal form |
| Section 266 Effects of the change of legal form |
| Section 267 Notification of the owners of shares |
| Section 268 Instructions to stockholders; sale of stock |
| Section 269 Resolutions adopted by the general meeting; authorised capital |
| Section 270 Offer of compensation |
| Section 271 Continuance of the obligation to provide additional funding |
Chapter 4
Change of legal form by associations having legal personality |
Subchapter 1
General regulations |
| Section 272Eligibility for a change of legal form |
Subchapter 2
Change of legal form to that of a company limited by shares |
| Section 273 Eligibility for a change of legal form |
| Section 274 Preparations for and conduct of the meeting of members |
| Section 275 Resolution adopted by the meeting of members |
| Section 276 Substance of the resolution on change of legal form |
| Section 277 Capital protection |
| Section 278 Application for entry in the register of the change of legal form |
| Section 279 (repealed) |
| Section 280 Effects of the change of legal form |
| Section 281Notification of the owners of shares, sale of shares of stock, resolutions adopted by the general meeting |
| Section 282 Offer of compensation |
Subchapter 3
Change of the legal form to that of a registered cooperative society |
| Section 283 Preparations for and conduct of the meeting of members |
| Section 284 Resolution adopted by the meeting of members |
| Section 285 Substance of the resolution on change of legal form |
| Section 286 Application for entry in the register of the change of legal form |
| Section 287 (repealed) |
| Section 288 Effects of the change of legal form |
| Section 289 Amounts of the members’ capital contributions; notification of the members |
| Section 290 Compensation offer |
Chapter 5
Change of the legal form of mutual insurance companies |
| Section 291Eligibility for a change of legal form |
| Section 292Preparations for and conduct of the assembly of the most senior representative committee |
| Section 293 Resolution adopted by the most senior representative committee |
| Section 294 Substance of the resolution on change of legal form |
| Section 295 Capital protection |
| Section 296 Application for entry in the register of the change of legal form |
| Section 297 (repealed) |
| Section 298 Effects of the change of legal form |
| Section 299 Notification of the stockholders, sale of shares of stock, resolutions adopted by the general meeting |
| Section 300 Offer of compensation |
Chapter 6
Change of the legal form of corporations under public law and public-law institutions |
| Section 301 Eligibility for a change of legal form |
| Section 302 Applicable regulations |
| Section 303 Capital protection; consents required |
| Section 304 Entry into force of the change of legal form |
| Sections 305 through 312 (repealed) |
Book 6
Penal provisions and coercive fines |
| Section 313 False representations of facts |
| Section 314 Violation of reporting obligations |
| Section 314a Incorrect information |
| Section 315 Violation of the obligation to maintain confidentiality |
| Section 316 Coercive penalty payments |
Book 7
Transitional regulations and final regulations |
| Section 317 Transformation of pre-existing legal persons |
| Section 318 Transformations already initiated. Changeover to the single currency |
| Section 319 Release from liability for pre-existing obligations |
| Section 320 Repeal of the Transformation Act 1969 |
| Section 321 Transitional regulation on the Act Transposing into National Law the Directive on the Exercise of Certain Rights of Shareholders in Listed Companies and on the Third Act Amending the Transformation Act |
| Section 322 Common business |
| Section 323 Status under the laws governing the protection against dismissal |
| Section 324 Rights and obligations in cases of a business being transferred |
| Section 325 Retention of co-determination rights |
