�bersetzung durch Samson-�bersetzungen GmbH, Dr. Carmen von Sch�ning.
Translation provided by Samson-�bersetzungen GmbH, Dr. Carmen von Sch�ning.
Stand: Die �bersetzung ber�cksichtigt die �nderung(en) des Gesetzes durch Artikel 13 des Gesetzes vom 11. Dezember 2023 (BGBl. 2023 I Nr. 354)
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Version information: The translation includes the amendment(s) to the Act by Article 13 of the Act of 11 December 2023 (Federal Law Gazette 2023 I, no. 354)
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 https://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 6Capital stock |
| Section 7Minimum nominal amount of the capital stock |
| 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 |
| 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| Section 24(repealed) |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 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 135aMultiple-vote shares |
| 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 to 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 |
| Section 255aAllotment of additional shares of stock |
| Section 255bCapital increase for purposes of allotting additional shares of stock |
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 |
