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Transformation Act

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▄bersetzung durch Samson-▄bersetzungen GmbH, Dr. Carmen v. Sch÷ning

Translation provided by Samson-▄bersetzungen GmbH, Dr. Carmen v. Sch÷ning

Stand: Die ▄bersetzung berŘcksichtigt die ─nderung(en) des Gesetzes durch Artikel 22 des Gesetzes vom 24.4.2015 (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 24.4.2015 (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.

ę 2017 juris GmbH, SaarbrŘcken

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Book 1
Eligibility for a transformation
Sectioná1Types of transformation; statutory restrictions
Book 2
Merger
Part 1
General regulations
Chapter 1
Eligibility for a merger
Sectioná2Types of mergers
Sectioná3Legal entities eligible for mergers
Chapter 2
Merger by absorption
Sectioná4 Merger agreement
Sectioná5 Substance of the merger agreement
Sectioná6Form of the merger agreement
Sectioná7Termination of the merger agreement
Sectioná8 Merger report
Sectioná9 Audit of the merger
Sectioná10 Appointment of the merger auditors
Sectioná11 Position and responsibilities of the merger auditors
Sectioná12 Audit report
Sectioná13 Resolutions adopted as to the merger agreement
Sectioná14 Period for filing actions against the merger resolution; court actions that are not an available remedy against the merger resolution
Sectioná15 Improvement of the ratio applicable to the exchange
Sectioná16 Application for entry of the merger in the register
Sectioná17 Annexes to the application for entry in the register
Sectioná18 Firm name or name of the acquiring legal entity
Sectioná19 Entry in the register of the merger and publication by notice of same
Sectioná20 Effects of the entry in the register
Sectioná21 Effect on contracts imposing reciprocal obligations
Sectioná22 Protection of creditors
Sectioná23 Protection of holders of special privileges
Sectioná24 Valuation procedures used by the acquiring legal entity
Sectioná25 Obligation of the administrative bodies of the legal entities being acquired to provide compensation for damages
Sectioná26 Assertion of the claim to compensation of damages
Sectioná27 Obligation of the administrative bodies of the acquiring legal entity to provide compensation of damages
Sectioná28 Invalidity of the merger resolution adopted by a legal entity being acquired
Sectioná29 Offer of compensation in the merger agreement
Sectioná30 Substance of the claim to cash compensation and review of the cash compensation
Sectioná31 Acceptance of the offer
Sectioná32 Actions that are not an available remedy against the merger resolution
Sectioná33 Disposition in other ways
Sectioná34 Court review of the compensation
Sectioná35 Designation of unknown stockholders; suspension of voting right
Chapter 3
Merger by new formation
Sectioná36 Applicable regulations
Sectioná37 Substance of the merger agreement
Sectioná38 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
Sectioná39 Ineligibility for a merger
Sectioná40 Substance of the merger agreement
Sectioná41 Merger report
Sectioná42 Notification of the shareholders
Sectioná43 Resolution adopted by the meeting of shareholders
Sectioná44 Audit of the merger
Sectioná45 Limitation in time of the liability of personally liable shareholders
Subchapter 2
Merger involving professional partnerships
Sectioná45a Eligibility for a merger
Sectioná45b Substance of the merger agreement
Sectioná45c Merger report and notification of the partners
Sectioná45d Resolution adopted by the meeting of shareholders
Sectioná45e Applicable regulations
Chapter 2
Merger involving limited liability companies
Subchapter 1
Merger by absorption
Sectioná46 Substance of the merger agreement
Sectioná47 Notification of the shareholders
Sectioná48 Audit of the merger
Sectioná49 Preparations for the meeting of shareholders
Sectioná50 Resolution adopted by the meeting of shareholders
Sectioná51 Consents required in special circumstances
Sectioná52 Application for entry in the register of the merger
Sectioná53 Entry in the register in the event of a share capital increase
Sectioná54 Merger without an increase of capital
Sectioná55 Merger with an increase of capital
Subchapter 2
Merger by new formation
Sectioná56 Applicable regulations
Sectioná57Substance of the articles of association
Sectioná58 Report on company formation on the basis of contributions in kind
Sectioná59 Merger resolutions
Chapter 3
Merger involving stock corporations
Subchapter 1
Merger by absorption
Sectioná60 Audit of the merger; appointment of the merger auditors
Sectioná61Publication by notice of the merger agreement
Sectioná62 Group mergers
Sectioná63 Preparations for the general meeting
Sectioná64 Conduct of the general meeting
Sectioná65 Resolution by the general meeting
Sectioná66 Entry in the register in the event of an increase of the nominal capital
Sectioná67 Application of the regulations concerning post-formation agreements
Sectioná68 Merger without an increase of capital
Sectioná69 Merger with capital increase
Sectioná70 Assertion of a claim to compensation of damages
Sectioná71 Appointment of a trustee
Sectioná72 Exchange of stock
Subchapter 2
Merger by new formation
Sectioná73 Applicable regulations
Sectioná74 Substance of the by-laws
Sectioná75 Formation report and audit of the formation
Sectioná76 Merger resolutions
Sectioná77 (repealed)
Chapter 4
Merger involving partnerships limited by shares
Sectioná78 Applicable regulations
Chapter 5
Merger involving registered cooperative societies
Subchapter 1
Merger by absorption
Sectioná79Eligibility for a merger
Sectioná80Substance of the merger agreement in the case of absorption by a cooperative society
Sectioná81Expert report of the confederation responsible for auditing cooperative societies
Sectioná82Preparations for the general assembly
Sectioná83 Conduct of the general assembly
Sectioná84 Resolution adopted by the general assembly
Sectioná85 Improvement of the ratio applicable to the exchange
Sectioná86 Annexes to the application for entry in the register
Sectioná87 Exchange of shares
Sectioná88 Amounts of the members’ capital contributions where companies limited by shares or associations having legal personality are absorbed
Sectioná89 Entry in the list of members of the cooperative society’s members; notification
Sectioná90 Rejection of shares or memberships by individual owners of shares
Sectioná91 Formal requirements and deadlines applying to the rejection
Sectioná92 Entry of the rejection in the list of members
Sectioná93 Distribution of assets
Sectioná94 Disbursement of the credit balance resulting from the distribution of assets
Sectioná95 Continuance of the obligation to provide additional funding
Subchapter 2
Merger by new formation
Sectioná96 Applicable regulations
Sectioná97 Obligations of the representative bodies of the legal entity being acquired
Sectioná98 Merger resolutions
Chapter 6
Merger involving associations having legal personality
Sectioná99 Eligibility for a merger
Sectioná100 Audit of the merger
Sectioná101 Preparations for the meeting of members
Sectioná102 Conduct of the meeting of members
Sectioná103Resolution adopted by the meeting of members
Sectioná104 Publication by notice of the merger
Sectioná104a Ineligibility for cash compensation in certain cases
Chapter 7
Merger of confederations responsible for auditing cooperative societies
Sectioná105 Eligibility for a merger
Sectioná106 Preparations for the meeting of members, conduct of same, and adoption of resolutions by same
Sectioná107 Obligations of the management boards
Sectioná108 Resignation by members of the confederation being acquired
Chapter 8
Merger of mutual insurance companies
Subchapter 1
Eligibility for a merger
Sectioná109 Legal entities eligible for merger
Subchapter 2
Merger by absorption
Sectioná110Substance of the merger agreement
Sectioná111 Publication by notice of the merger agreement
Sectioná112 Preparations for the assembly of the most senior representative committee, conduct of same, and adoption of resolutions by same
Sectioná113 No court review
Subchapter 3
Merger by new formation
Sectioná114 Applicable regulations
Sectioná115 Appointment of the representative bodies of the mutual insurance companies
Sectioná116 Resolutions adopted by the most senior representative committeees
Sectioná117 Inception of the new mutual insurance company; publication by notice
Subchapter 4
Merger of smaller mutual insurance companies
Sectioná118 Applicable regulations
Sectioná119 Publication by notice of the merger
Chapter 9
Merger of companies limited by shares with the assets of a sole shareholder
Sectioná120 Eligibility for a merger
Sectioná121 Applicable regulations
Sectioná122 Entry in the commercial register
Chapter 10
Cross-border merger of companies limited by shares
Sectioná122a Cross-border merger
Sectioná122b Companies eligible for mergers
Sectioná122c Draft terms of merger
Sectioná122d Publication by notice of the draft terms of mergers
Sectioná122e Report on the cross-border merger
Section 122fAudit of the cross-border merger
Sectioná122g Consent by the owners of shares
Sectioná122h Improvement of the ratio applicable to the exchange
Sectioná122i Compensation offer in the draft terms of merger
Sectioná122j Protection afforded to the creditors of the company being acquired
Sectioná122k Merger certificate
Sectioná122l 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
Sectioná123 Types of divisions into several enterprises
Sectioná124 Legal entities eligible for division into several enterprises
Sectioná125 Applicable regulations
Chapter 2
Division into several enterprises for purposes of absorption
Sectioná126 Substance of the division and takeover agreement
Sectioná127 Report on the division
Sectioná128 Consent to the division into several enterprises in special circumstances
Sectioná129 Application for entry in the register of the division into several enterprises
Sectioná130 Entry in the register of the division into several enterprises
Sectioná131Effects of the entry in the register
Sectioná132(repealed)
Sectioná133 Protection of creditors and of holders of special rights
Sectioná134 Protection of creditors in special cases
Chapter 3
Division into several enterprises for purposes of new formation
Sectioná135 Applicable regulations
Sectioná136 Draft terms of the division into several enterprises
Sectioná137 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
Sectioná138 Report on company formation on the basis of contributions in kind
Sectioná139 Reduction of the share capital
Sectioná140 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
Sectioná141 Ineligibility for a division into several enterprises
Sectioná142 Division into several enterprises with capital increase; report on the division
Sectioná143 Division into several enterprises for purposes of new formation while maintaining the ratio of ownership interests
Sectioná144 Formation report and audit of the formation
Sectioná145Reduction of the nominal capital
Sectioná146 Application for entry in the register of the spin-off or the hive-down
Chapter 3
Division into several enterprises involving registered cooperative societies
Sectioná147Eligibility for a division into several enterprises
Sectioná148 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
Sectioná149Eligibility for a division into several enterprises
Chapter 5
Division into several enterprises with the involvement of confederations responsible for auditing cooperative societies
Sectioná150 Eligibility for a division into several enterprises
Chapter 6
Division into several enterprises involving mutual insurance companies
Sectioná151 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
Sectioná152 Acquiring legal entities or newly formed legal entities
Subchapter 2
Hive-down for purposes of absorption
Sectioná153 Report on the hive-down
Sectioná154Entry in the register of the hive-down
Sectioná155 Effects of the hive-down
Sectioná156 Liability of the sole trader
Sectioná157 Limitation in time of the liability for transferred liabilities
Subchapter 3
Hive-down for purposes of new formation
Sectioná158Applicable regulations
Sectioná159 Report on company formation on the basis of contributions in kind, formation report, and audit of the formation
Sectioná160 Application for entry in the register and entry in the register
Chapter 8
Hive-down out of the assets of foundations having legal personality
Sectioná161 Eligibility for a hive-down
Sectioná162 Report on the hive-down
Sectioná163Resolution on the agreement
Sectioná164Approval of the hive-down
Sectioná165Report on company formation on the basis of contributions in kind and formation report
Sectioná166 Liability of the foundation
Sectioná167 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
Sectioná168Eligibility for a hive-down
Sectioná169 Report on the hive-down; resolution as to a hive-down
Sectioná170 Report on company formation on the basis of contributions in kind; formation report
Sectioná171 Entry into force of the hive-down
Sectioná172Liability of the authority or the network
Sectioná173 Limitation in time of the liability for transferred liabilities
Book 4
Asset transfer
Part 1
Eligibility for an asset transfer
Sectioná174 Types of asset transfer
Sectioná175 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
Sectioná176 Application of the rules governing mergers
Chapter 2
Partial transfer
Sectioná177 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
Sectioná178 Application of the rules governing mergers
Subchapter 2
Partial transfer
Sectioná179 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
Sectioná180 Application of the rules governing mergers
Sectioná181 Provision of compensation
Sectioná182 Notification of the members
Sectioná183 Appointment of a trustee
Subchapter 2
Partial transfer
Sectioná184 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
Sectioná185 Eligibility for an asset transfer
Sectioná186 Applicable regulations
Sectioná187 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
Sectioná188Application of the rules governing mergers
Subchapter 2
Partial transfer
Sectioná189 Application of the rules governing divisions into several enterprises
Book 5
Change of the legal form
Part 1
General regulations
Sectioná190 General scope of application
Sectioná191 Eligible legal entities
Sectioná192 Report on the change of legal form
Sectioná193 Resolution to change the legal form
Sectioná194 Substance of the resolution on change of legal form
Sectioná195Period 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
Sectioná196 Improvement of the ownership interest held
Sectioná197 Applicable company formation rules
Sectioná198 Application for entry in the register of the change of legal form
Sectioná199 Annexes to the application for entry in the register
Sectioná200 Firm name or name of the legal entity
Sectioná201Publication by notice of the change of legal form
Sectioná202 Effects of the entry in the register
Sectioná203 Term of office the members of the supervisory board
Sectioná204 Protection of the creditors and of the holders of special rights
Sectioná205 Obligation to provide compensation for damages of the administrative bodies of the legal entity changing its legal form
Sectioná206 Assertion of the claim to compensation of damages
Sectioná207 Offer of cash compensation
Sectioná208 Content of the claim to cash compensation and review of the cash compensation
Sectioná209Acceptance of the offer
Sectioná210 Actions that are not an available remedy against the resolution on change of legal form
Sectioná211 Disposition in other ways
Sectioná212 Court review of the compensation
Sectioná213 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
Sectioná214 Eligibility for a change of legal form
Sectioná215 Report on the change of legal form
Sectioná216 Notification of the shareholders
Sectioná217 Resolution adopted by the meeting of shareholders
Sectioná218 Substance of the resolution on change of legal form
Sectioná219 Legal status as a founder
Sectioná220Capital protection
Sectioná221Accession of personally liable shareholders
Sectioná222 Application for entry in the register of the change of legal form
Sectioná223 Annexes to the application for entry in the register
Sectioná224 Continuance and limitation in time of personal liability
Sectioná225 Review of the offer of compensation
Subchapter 2
Change of the legal form of professional partnerships
Sectioná225a Eligibility for a change of legal form
Sectioná225b Report on the change of legal form and notification of the partners
Sectioná225c Applicable regulations
Chapter 2
Change of the legal form by companies limited by shares
Subchapter 1
General regulations
Sectioná226Eligibility for a change of legal form
Sectioná227Regulations having no application
Subchapter 2
Change of the legal form by partnerships
Sectioná228Eligibility for a change of legal form
Sectioná229 (repealed)
Sectioná230 Preparations for the assembly of the owners of shares
Sectioná231Notice of the offer of compensation
Sectioná232 Conduct of the assembly of the owners of shares
Sectioná233 Resolution adopted by the assembly of the owners of shares
Sectioná234 Substance of the resolution on change of legal form
Sectioná235Application for entry in the register of the change of legal form
Sectioná236Effects of the change of legal form
Sectioná237 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
Sectioná238 Preparations for the assembly of the owners of shares
Sectioná239 Conduct of the assembly of the owners of shares
Sectioná240 Resolution adopted by the assembly of the owners of shares
Sectioná241 Consents required for the change of legal form by a limited liability company
Section 242Consent required for the change of legal form by a stock corporation or by a partnership limited by shares
Sectioná243 Substance of the resolution on change of legal form
Sectioná244 Record of the resolution on change of legal form; articles of association
Sectioná245Legal status as a founder; capital protection
Sectioná246 Application for entry in the register of the change of legal form
Sectioná247 Effects of the change of legal form
Sectioná248 Exchange of the shares
Sectioná249 Protection of creditors
Sectioná250 Regulations having no application
Subchapter 4
Change of the legal form to that of a registered cooperative society
Sectioná251 Preparations for and conduct of the assembly of the owners of shares
Sectioná252 Resolution adopted by the assembly of the owners of shares
Sectioná253 Substance of the resolution on change of legal form
Sectioná254 Application for entry in the register of the change of legal form
Sectioná255 Effects of the change of legal form
Sectioná256 Amounts of the members’ capital contributions; notification of members
Sectioná257 Protection of creditors
Chapter 3
Change of the legal form of registered cooperative societies
Sectioná258 Eligibility for a change of legal form
Sectioná259 Expert report of the confederation responsible for auditing cooperative societies
Sectioná260 Preparations for the general assembly
Sectioná261 Conduct of the general assembly
Sectioná262 Resolution adopted by the general assembly
Sectioná263 Substance of the resolution on change of legal form
Sectioná264 Capital protection
Sectioná265 Application for entry in the register of the change of legal form
Sectioná266 Effects of the change of legal form
Sectioná267 Notification of the owners of shares
Sectioná268 Instructions to stockholders; sale of stock
Sectioná269 Resolutions adopted by the general meeting; authorised capital
Sectioná270 Offer of compensation
Sectioná271 Continuance of the obligation to provide additional funding
Chapter 4
Change of legal form by associations having legal personality
Subchapter 1
General regulations
Sectioná272Eligibility for a change of legal form
Subchapter 2
Change of legal form to that of a company limited by shares
Sectioná273 Eligibility for a change of legal form
Sectioná274 Preparations for and conduct of the meeting of members
Sectioná275 Resolution adopted by the meeting of members
Sectioná276 Substance of the resolution on change of legal form
Sectioná277 Capital protection
Sectioná278 Application for entry in the register of the change of legal form
Sectioná279 (repealed)
Sectioná280 Effects of the change of legal form
Sectioná281Notification of the owners of shares, sale of shares of stock, resolutions adopted by the general meeting
Sectioná282 Offer of compensation
Subchapter 3
Change of the legal form to that of a registered cooperative society
Sectioná283 Preparations for and conduct of the meeting of members
Sectioná284 Resolution adopted by the meeting of members
Sectioná285 Substance of the resolution on change of legal form
Sectioná286 Application for entry in the register of the change of legal form
Sectioná287 (repealed)
Sectioná288 Effects of the change of legal form
Sectioná289 Amounts of the members’ capital contributions; notification of the members
Sectioná290 Compensation offer
Chapter 5
Change of the legal form of mutual insurance companies
Sectioná291Eligibility for a change of legal form
Sectioná292Preparations for and conduct of the assembly of the most senior representative committee
Sectioná293 Resolution adopted by the most senior representative committee
Sectioná294 Substance of the resolution on change of legal form
Sectioná295 Capital protection
Sectioná296 Application for entry in the register of the change of legal form
Sectioná297 (repealed)
Sectioná298 Effects of the change of legal form
Sectioná299 Notification of the stockholders, sale of shares of stock, resolutions adopted by the general meeting
Sectioná300 Offer of compensation
Chapter 6
Change of the legal form of corporations under public law and public-law institutions
Sectioná301 Eligibility for a change of legal form
Sectioná302 Applicable regulations
Sectioná303 Capital protection; consents required
Sectioná304 Entry into force of the change of legal form
Sections 305 through 312 (repealed)
Book 6
Penal provisions and coercive fines
Sectioná313 False representations of facts
Sectioná314 Violation of reporting obligations
Sectioná314a Incorrect information
Sectioná315 Violation of the obligation to maintain confidentiality
Sectioná316 Coercive penalty payments
Book 7
Transitional regulations and final regulations
Sectioná317 Transformation of pre-existing legal persons
Sectioná318 Transformations already initiated. Changeover to the single currency
Sectioná319 Release from liability for pre-existing obligations
Sectioná320 Repeal of the Transformation Act 1969
Sectioná321 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
Sectioná322 Common business
Sectioná323 Status under the laws governing the protection against dismissal
Sectioná324 Rights and obligations in cases of a business being transferred
Sectioná325 Retention of co-determination rights