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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 179a

Obligation to transfer the assets of the company in their entirety

(1) A contract by which a stock corporation enters into obligation to transfer the entirety of the company’s assets, without this transfer being governed by the provisions of the Transformation Act, requires a resolution to be adopted by the general meeting in accordance with section 179 also in those cases in which the transfer is not connected to a modification of the enterprise’s purpose. If the by-laws make stipulations as to the majority ratio, they may only stipulate that the majority ratio of capital be greater.

(2) From the time onwards at which the general meeting is convened that is to adopt a resolution as to the consent, the contract is to be kept available at the company’s business premises for inspection by the stockholders. Upon a corresponding demand being made, each stockholder is to be provided with a copy without undue delay. The obligations stipulated in sentences 1 and 2 cease to exist if the contract is accessible via the company’s website for the same period of time. The contract is to be made accessible at the general meeting. At the outset of the meeting, the management board is to give a presentation of the contract. It is to be attached to the minutes as an annex.

(3) Where, on the occasion of the company’s assets being transferred, the company is dissolved, an execution of the contract or a publicly certified copy of same is to be attached to the application for registration of the company’s dissolution.

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