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AktG (EN) In force since 1 January 1966

Stock Corporation Act
AktG-EN · official text on Gesetze im Internet — official English translation

🇩🇪 Auf Deutsch lesen (original text)

This is the German Federal Ministry of Justice's own official English translation, by Samson-Übersetzungen GmbH, Dr. Carmen von Schöning. The German original linked above is the legally authoritative text.

Sections

Part 1 General provisions

• Section 1 — Nature of the stock corporation
• Section 2 — Number of founders
• Section 3 — Merchant status conferred by law. Stock exchange listing
• Section 4 — Business name
• Section 5 — Seat
• Section 6 — Capital stock
• Section 7 — Minimum nominal amount of the capital stock
• Section 8 — Form and minimum values of shares of stock
• Section 9 — Issue price of the shares of stock
• Section 10 — Shares of stock and temporary share certificates
• Section 11 — Shares of particular classes of stock
• Section 12 — Voting right
• Section 13 — Signature on share certificates
• Section 14 — Jurisdiction
• Section 15 — Affiliated enterprises
• Section 16 — Enterprises in which a majority ownership interest is held and enterprises holding a majority of the ownership interest
• Section 17 — Controlled and controlling enterprises
• Section 18 — Group of enterprises and group member companies
• Section 19 — Cross-shareholding enterprises
• Section 20 — Notification duties
• Section 21 — Notification duties of the company
• Section 22 — Proof of ownership interest regarding which a notification has been issued

Part 2 Formation of the company

• Section 23 — Establishment of the by-laws
• Section 24
• Section 25 — Notices of the company by publication
• Section 26 — Special benefits. Formation expenses
• Section 27 — Contributions in kind, acquisitions of assets; repayment of contributions
• Section 28 — Founders
• Section 29 — Constitution of the company
• Section 30 — Appointment of the supervisory board, of the management board and of the statutory auditor
• Section 31 — Appointment of the supervisory board where the company is formed on the basis of contributions in kind
• Section 32 — Formation report
• Section 33 — Audit of the formation. General provisions
• Section 33a — Formation of the company on the basis of contributions in kind without the formation being subjected to an external audit
• Section 34 — Scope of the formation audit
• Section 35 — Differences of opinion between founders and formation auditors. Remuneration and expenditures of the formation auditors
• Section 36 — Application for registration of the company
• Section 36a — Payment or rendering of contributions
• Section 37 — Content of the application for registration
• Section 37a — Application 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 38 — Court review
• Section 39 — Content of the entry in the register
• Section 40
• Section 41 — Actions taken in the name of the company prior to its entry in the register. Prohibited issuance of shares of stock
• Section 42 — Single-member company
• Section 45 — Relocation of the seat
• Section 46 — Liability and responsibilities of the founders
• Section 47 — Liability and responsibilities of other persons besides the founders
• Section 48 — Liability and responsibilities of the management board and of the supervisory board
• Section 49 — Liability and responsibilities of the formation auditors
• Section 50 — Waiver and compromise
• Section 51 — Prescription of the claims to compensation
• Section 52 — Post-formation agreements
• Section 53 — Claims to compensation in the context of post-formation agreements

Part 3 Legal relationships of the company and of the shareholders

• Section 53a — Equal treatment of stockholders
• Section 54 — Principal obligation of stockholders
• Section 55 — Incidental obligations of the stockholders
• Section 56 — No 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 57 — No restitution of the contributions, no interest accruing to same
• Section 58 — Appropriation of the surplus for the year
• Section 59 — Interim payment towards the net income
• Section 60 — Distribution of profits
• Section 61 — Remuneration of collateral performance
• Section 62 — Liability of stockholders in case of the receipt of prohibited performance
• Section 63 — Consequences of late payment of contributions
• Section 64 — Expulsion of defaulting stockholders
• Section 65 — Duty of preceding endorsers to pay
• Section 66 — No relief of the stockholders from their duties to perform
• Section 67 — Entry in the share register
• Section 67a — Transmission of information regarding corporate events; definitions
• Section 67b — Transmission of information by intermediaries to the stockholders
• Section 67c — Transmission of information by intermediaries to the company; confirmation of shareholding
• Section 67d — Entitlement of the company in relation to intermediaries to obtain information
• Section 67e — Processing and rectification of stockholders’ personal data
• Section 67f — Costs; power to make statutory instruments
• Section 68 — Transfer of registered shares of stock. Restrictions on transferability
• Section 69 — Joint holding of a share of stock
• Section 70 — Calculation of the period of possession of the share of stock
• Section 71 — Purchase of treasury shares of stock
• Section 71a — Transactions serving purposes of circumvention
• Section 71b — Rights attaching to treasury shares of stock
• Section 71c — Disposal of treasury shares of stock and redemption of same
• Section 71d — Purchase of treasury shares of stock by third parties
• Section 71e — Accepting treasury shares of stock in pledge
• Section 72 — Invalidation of shares of stock by way of judicial public notice
• Section 73 — Invalidation of share certificates by the company
• Section 74 — New certificates replacing damaged or defaced share certificates or temporary share certificates
• Section 75 — New profit participation certificates

Part 4 Constitution of the stock corporation

Division 1 Management board

• Section 76 — Management of the stock corporation
• Section 77 — Management
• Section 78 — Representation
• Section 79
• Section 80 — Particulars set out in business letters
• Section 81 — Modifications to the composition of the management board and changes to the power of representation of its members
• Section 82 — Restrictions of the power to represent the company and to conduct its affairs
• Section 83 — Preparations for and implementation of resolutions adopted by the general meeting
• Section 84 — Appointment of members of the management board and removal from office
• Section 85 — Appointment by the court
• Section 86
• Section 87 — Principles applying to the emoluments of the members of the management board
• Section 87a — Remuneration system of listed companies
• Section 88 — Prohibition of competition
• Section 89 — Loans granted to members of the management board
• Section 90 — Reports to the supervisory board
• Section 91 — Organisation; accounting
• Section 92 — Duties of the management board in the case of loss, over-indebtedness or inability to pay debts as they fall due
• Section 93 — Duty of the members of the management board to exercise skill and care; liability and responsibilities
• Section 94 — Deputy members of the management board

Division 2 Supervisory board

• Section 95 — Number of members of the supervisory board
• Section 96 — Composition of the supervisory board
• Section 97 — Notice by publication of the composition of the supervisory board
• Section 98 — Court decision on the composition of the supervisory board
• Section 99 — Procedure
• Section 100 — Personal pre-requisites to be fulfilled by members of the supervisory board
• Section 101 — Appointment of members to the supervisory board
• Section 102 — Term of office of the supervisory board members
• Section 103 — Removal from office of supervisory board members
• Section 104 — Appointment by the court
• Section 105 — Incompatibility of membership in the management board and in the supervisory board
• Section 106 — Notice of modifications of the supervisory board’s composition
• Section 107 — Internal organisation of the supervisory board
• Section 108 — Resolutions adopted by the supervisory board
• Section 109 — Participation at meetings of the supervisory board and its committees
• Section 110 — Convening the supervisory board
• Section 111 — Tasks and rights of the supervisory board
• Section 111a — Related party transactions
• Section 111b — Reservation of consent by the supervisory board in the case of related party transactions
• Section 111c — Disclosure of related party transactions
• Section 112 — Representation of the company in relation to members of the management board
• Section 113 — Remuneration of the members of the supervisory board
• Section 114 — Contracts with members of the supervisory board
• Section 115 — Loans granted to members of the supervisory board
• Section 116 — Duty of the members of the supervisory board to exercise skill and care, liability and responsibilities

Division 3 Exploitation of influence over the company

• Section 117 — Duty to provide compensation for damages

Division 4 General meeting

• Section 118 — General provisions
• Section 118a — Virtual general meeting
• Section 119 — Rights of the general meeting
• Section 120 — Approval of actions and granting of discharge
• Section 120a — Vote on the remuneration system and on the remuneration report
• Section 121 — General provisions
• Section 122 — Convening the general meeting upon a corresponding demand being made by a minority
• Section 123 — Time limit, registration for the general meeting, proof
• Section 124 — Notice by publication of demands for supplementation; guidance regarding resolutions
• Section 124a — Publications on the company’s website
• Section 125 — Notifications for the stockholders and to members of the supervisory board
• Section 126 — Motions by stockholders
• Section 127 — Nominations by stockholders
• Section 127a — Stockholders’ forum
• Section 128 — (repealed)
• Section 129 — Rules of procedure, list of participants, proof of votes having been counted
• Section 130 — Minutes
• Section 130a — Right to make statements and right to speak at virtual general meetings
• Section 131 — Stockholder’s right to seek information
• Section 132 — Court decision on the right to seek information
• Section 133 — Principle of the simple majority of the votes cast
• Section 134 — Voting right
• Section 134a — Definitions; scope of application
• Section 134b — Engagement policy, engagement report, voting behaviour
• Section 134c — Duties of institutional investors and asset managers to make disclosures
• Section 134d — Duties of proxy advisers to make disclosures
• Section 135 — Exercise of the voting right by intermediaries and commercial proxy services
• Section 135a — Multiple-vote shares
• Section 136 — Suspension of the voting right
• Section 137 — Votes on nominations by stockholders
• Section 138 — Separate meeting. Separate vote
• Section 139 — Nature
• Section 140 — Rights of holders of preferential stock
• Section 141 — Cancellation or limitation of the preferential right to profits
• Section 142 — Appointment of special auditors
• Section 143 — Selection of special auditors
• Section 144 — Liability and responsibilities of the special auditor
• Section 145 — Rights of the special auditors. Report on the audit
• Section 146 — Costs
• Section 147 — Assertion of claims to compensation
• Section 148 — Proceedings for leave to bring an action
• Section 149 — Notices 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 150 — Legal reserve. Capital reserve
• Section 150a
• Section 151
• Section 152 — Provisions regarding the balance sheet
• Section 158 — Provisions governing the profit and loss account
• Section 159
• Section 160 — Provisions governing the notes
• Section 161 — Declaration stipulated by the Corporate Governance Code
• Section 162 — Remuneration report

Division 2 Audit of the annual financial statements

• Section 170 — Submission to the supervisory board
• Section 171 — Audit by the supervisory board

Division 3 Approval and establishment of the annual financial statements. Appropriation of profits

• Section 172 — Approval and establishment by the management board and the supervisory board
• Section 173 — Approval and establishment by the general meeting
• Section 174
• Section 175 — Convening the general meeting
• Section 176 — Documents submitted. Presence of the statutory auditor

Division 4 Notice by publication of the annual financial statements

• Section 177
• Section 178

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 179 — Resolution adopted by the general meeting
• Section 179a — Obligation to transfer the assets of the company in their entirety
• Section 180 — Consent of the stockholders affected
• Section 181 — Entry in the register of the amendment of the by-laws

Division 2 Measures serving the procurement of capital

• Section 182 — Pre-requisites
• Section 183 — Capital increase based on contributions in kind; repayment of contributions
• Section 183a — Capital increase based on contributions in kind not subjected to an audit
• Section 184 — Application for registration of the resolution
• Section 185 — Subscription of the new shares of stock
• Section 186 — Pre-emptive right to newly issued shares of stock
• Section 187 — Commitment to grant rights to subscribe to new shares of stock
• Section 188 — Application for registration of the implementation and its entry in the register
• Section 189 — Entry into force of the capital increase
• Section 190
• Section 191 — Prohibited issuance of shares of stock and temporary share certificates
• Section 192 — Pre-requisites
• Section 193 — Requirements to be met by the resolution
• Section 194 — Conditional capital increase based on contributions in kind; repayment of contributions
• Section 195 — Application for registration of the resolution
• Section 196
• Section 197 — Prohibited issuance of shares of stock
• Section 198 — Declaration as to the exercise of the subscription right
• Section 199 — Issuance of the shares of a new issue
• Section 200 — Entry into force of the conditional capital increase
• Section 201 — Application for registration of the issuance of shares of a new issue
• Section 202 — Pre-requisites
• Section 203 — Issuance of the new shares of stock
• Section 204 — Terms governing the issuance of the shares of stock
• Section 205 — Issuance in return for contributions in kind; repayment of contributions
• Section 206 — Contracts as to contributions in kind prior to the company being entered in the Commercial Register
• Section 207 — Pre-requisites
• Section 208 — Convertibility of the capital reserve and retained earnings
• Section 209 — Balance sheet serving as the basis
• Section 210 — Application for registration of the resolution and its entry in the register
• Section 211 — Entry into force of the capital increase
• Section 212 — Beneficiaries of the capital increase
• Section 213 — Fractional shares of stock
• Section 214 — Call made on the stockholders
• Section 215 — Treasury shares of stock. Partly paid shares of stock
• Section 216 — Protection of the rights of the stockholders and of third parties
• Section 217 — Commencement of the participation in the profits
• Section 218 — Contingent capital
• Section 219 — Prohibited issuance of shares of stock and temporary share certificates
• Section 220 — Carrying values
• Section 221

Division 3 Measures serving the reduction of capital

• Section 222 — Pre-requisites
• Section 223 — Application for registration of the resolution
• Section 224 — Entry into force of the capital reduction
• Section 225 — Protection of creditors
• Section 226 — Invalidation of shares of stock
• Section 227 — Application for registration of the implementation
• Section 228 — Reduction below the minimum nominal amount
• Section 229 — Pre-requisites
• Section 230 — Prohibition of payments to the stockholders
• Section 231 — Limited allocation to the capital reserve and to the legal reserve
• Section 232 — Allocation of amounts to the capital reserve in the case of losses having been overestimated
• Section 233 — Distribution of profits. Protection of creditors
• Section 234 — Retroactive effect of the capital reduction
• Section 235 — Retroactive effect of a concurrent capital increase
• Section 236 — Disclosure
• Section 237 — Pre-requisites
• Section 238 — Entry into force of the capital reduction
• Section 239 — Application for registration of the implementation
• Section 240 — The amount obtained from the capital reduction is to be recognised separately in the profit and loss account as “revenue from capital reduction,” following the item “withdrawals from retained earnings.” An allocation to the capital reserve pursuant to section 229 (1) and section 232 is to be recognised separately as an “allocation to the capital reserve according to the provisions governing the simplified capital reduction.” An explanation is to be provided in the notes whether and, if so, in which amount the amounts obtained from the capital reduction and from reversing the retained earnings will be used:

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

• Section 241 — Grounds for nullity
• Section 242 — Remedy of nullity
• Section 243 — Grounds for avoidance
• Section 244 — Confirmation of voidable resolutions adopted by the general meeting
• Section 245 — Authority to bring an action for avoidance
• Section 246 — Action for avoidance
• Section 246a — Proceedings for the release for entry in the register
• Section 247 — Value of the matter in dispute
• Section 248 — Effects of the judgment
• Section 248a — Notices by publication regarding the action for avoidance
• Section 249 — Action for annulment
• Section 250 — Nullity of the election of members of the supervisory board
• Section 251 — Action to set aside the election of members of the supervisory board
• Section 252 — Effects of the judgment
• Section 253 — Nullity of the resolution as to the appropriation of the net income
• Section 254 — Action for avoidance of the resolution as to the appropriation of the net income
• Section 255 — Action for avoidance of the capital increase in return for contributions
• Section 255a — Allotment of additional shares of stock
• Section 255b — Capital increase for purposes of allotting additional shares of stock

Division 2 Nullity of the annual financial statements as approved and established

• Section 256 — Nullity
• Section 257 — Action for avoidance of the approval of the annual financial statements by the general meeting

Division 3 Special audit for impermissible understatement

• Section 258 — Appointment of special auditors
• Section 259 — Report on the audit. Conclusive determinations
• Section 260 — Court decision as to the conclusive determinations by the special auditors
• Section 261 — Decision as to the revenue by reason of a higher valuation
• Section 261a — Notifications to be made to the Federal Financial Supervisory Authority (BAFin)

Part 8 Dissolution and declaration of the company’s nullity

Division 1 Dissolution

• Section 262 — Reasons for dissolving the company
• Section 263 — Application for registration of the dissolution and its entry in the register
• Section 264 — Need to wind up
• Section 265 — Liquidators
• Section 266 — Application for registration of liquidators
• Section 267 — Notice to the company’s creditors
• Section 268 — Duties of the liquidators
• Section 269 — Representation by the liquidators
• Section 270 — Opening balance sheet. Annual financial statements and management report
• Section 271 — Distribution of the assets
• Section 272 — Protection of creditors
• Section 273 — Completion of the winding up
• Section 274 — Continuation of a dissolved company

Division 2 Declaration of nullity of the company

• Section 275 — Action for declaration of nullity
• Section 276 — Remediation of deficiencies
• Section 277 — Effect of the entry in the register of nullity

Book 2 Public partly limited partnership

• Section 278 — Nature of the public partly limited partnership
• Section 279 — Business name
• Section 280 — Establishment of the by-laws. Founders
• Section 281 — Content of the by-laws
• Section 282 — Entry in the register of the general partners
• Section 283 — General partners
• Section 284 — Prohibition of competition
• Section 285 — General meeting
• Section 286 — Annual financial statements. Management report
• Section 287 — Supervisory board
• Section 288 — Withdrawals by general partners. Granting of loans
• Section 289 — Dissolution
• Section 290 — Winding up

Part 1 Inter-company agreements

Division 1 Types of inter-company agreements

• Section 291 — Control agreement. Profit and loss absorption agreement
• Section 292 — Other inter-company agreements

Division 2 Conclusion, amendment and termination of inter-company agreements

• Section 293 — Consent of the general meeting
• Section 293a — Report on the inter-company agreement
• Section 293b — Audit of the inter-company agreement
• Section 293c — Appointment of the contract auditors
• Section 293d — Selection, position, as well as liability and responsibilities of the contract auditors
• Section 293e — Report on the audit
• Section 293f — Preparations for the general meeting
• Section 293g — Conduct of the general meeting
• Section 294 — Entry in the register. Entry into force
• Section 295 — Amendment
• Section 296 — Rescission
• Section 297 — Termination
• Section 298 — Application for registration and entry in the register
• Section 299 — Prohibition of instructions

Division 3 Securitisation of the company and the creditors

• Section 300 — Legal reserve
• Section 301 — Maximum amount of the profit transfer
• Section 302 — Absorption of losses
• Section 303 — Protection of creditors

Division 4 Securitisation of the external stockholders in the case of control agreements and profit and loss absorption agreements

• Section 304 — Appropriate compensation
• Section 305 — Settlement payment
• Section 306
• Section 307 — Termination 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 308 — Power of direction
• Section 309 — Liability and responsibilities of the legal representatives of the controlling enterprise
• Section 310 — Liability and responsibilities of the officers of the company

Division 2 Liability and responsibilities in the case of no control agreement existing

• Section 311 — Limitations restricting the exertion of influence
• Section 312 — Report by the management board on the relations with affiliated enterprises
• Section 313 — Audit by the statutory auditor
• Section 314 — Audit by the supervisory board
• Section 315 — Special audit
• Section 316 — No report on relations with affiliated enterprises where a profit and loss absorption agreement has been concluded
• Section 317 — Liability and responsibilities of the controlling enterprise and its legal representatives
• Section 318 — Liability and responsibilities of the officers of the company

Part 3 Integrated companies

• Section 319 — Integration
• Section 320 — Integration by a resolution of the majority
• Section 320a — Effects of the integration
• Section 320b — Settlement payment to former stockholders
• Section 321 — Protection of creditors
• Section 322 — Liability of the principal company
• Section 323 — Power of direction of the principal company as well as liability and responsibilities of the members of the management board
• Section 324 — Legal reserve. Profit transfer. Loss absorption
• Section 325
• Section 326 — Right of the stockholders of the principal company to seek information
• Section 327 — End of the integration

Part 4 Expulsion of minority stockholders

• Section 327a — Transfer of shares of stock in return for cash settlement
• Section 327b — Cash settlement
• Section 327c — Preparations for the general meeting
• Section 327d — Conduct of the general meeting
• Section 327e — Entry in the register of the resolution as to the transfer
• Section 327f — Court review of the settlement payment

Part 5 Cross-shareholding enterprises

• Section 328 — Limitation of rights

Part 6 Group accounting

• Section 337
• Section 338

Part 1 Specific provisions applying to cases in which local authorities hold an ownership interest

• Section 393a — Appointment to organs of stock corporations in which the Federation holds a majority interest
• Section 394 — Reports from members of the supervisory board
• Section 395 — Duty of secrecy

Part 2 Dissolution by the court

• Section 396 — Pre-requisites
• Section 397 — Orders issued in the case of dissolution
• Section 398 — Entry in the register

Part 3 Provisions regarding punitive fines and administrative fines. Final provisions

• Section 399 — False information
• Section 400 — False representation of facts
• Section 401 — Dereliction of duties in the cases of loss, over-indebtedness or inability to pay debts as they fall due
• Section 402 — False issuance of proof of entitlement
• Section 403 — Violation of reporting obligations
• Section 404 — Violation of the duty to maintain confidentiality
• Section 404a — Violation of the duties entailed by the auditing of accounts
• Section 405 — Administrative offences
• Section 406
• Section 407 — Coercive penalty payments
• Section 407a — Notifications to the auditing oversight body
• Section 408 — Liability to punishment of general partners of a public partly limited partnership
• Section 409 — Application in Berlin
• Section 410 — Entry into force