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 22. Februar 2023 (BGBl. 2023 I Nr. 51)
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 22 February 2023 (Federal Law Gazette 2023 I no. 51)
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.
Zur Nutzung dieser Übersetzung lesen Sie bitte den Hinweis unter "Translations".
For conditions governing use of this translation, please see the information provided under "Translations".
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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 duties |
| Section 21Notification duties 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| Section 24(repealed) |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 obligation of stockholders |
| Section 55Incidental obligations 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 65Duty of preceding endorsers to pay |
| Section 66No relief of the stockholders from their duties 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 in relation to 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 92Duties 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 in relation to 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 117Duty to provide compensation for damages |
Division 4
General meeting |
Subdivision 1
Rights of the general meeting |
| Section 118General provisions |
| Section 118aVirtual general meeting |
| 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 123Time limit, registration for the general meeting, proof |
| Section 124Notice by publication of demands for supplementation; 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 seek information |
| Section 129Rules of procedure, list of participants, proof of votes having been counted |
| Section 130Minutes |
| Section 130aRight to make statements and right to speak at virtual general meetings |
| Section 131Stockholder’s right to seek information |
| Section 132Court decision on the right to seek 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 134cDuties of institutional investors and asset managers to make disclosures |
| Section 134dDuties of proxy advisers to make disclosures |
| 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
Regular general meeting |
| Section 175Convening the 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 179aObligation 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 214Call 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 seek 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 395Duty 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 duty to maintain confidentiality |
| Section 404aViolation of the duties 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 |
