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Part 6 · Amendment of the by-laws. Measures serving the procurement of capital and the reduction of capital  ›  Division 2 · Measures serving the procurement of capital › Section 185

Subscription of the new shares of stock

(1) The new shares of stock are subscribed by way of a written declaration (certificate of subscription) that must identify the ownership interest by the number of shares of stock, and in the case of par-value shares by their nominal amount and, where several classes of stock are issued, by the class of stock of said shares. The certificate of subscription as a rule is to be issued in duplicate. It is to set out:

1.  the date on which the resolution was adopted to increase the capital stock;

2.  the issue price of the shares of stock, the amount of the specified payments, as well as the scope of incidental obligations;

3.  the specifications made for the case of a capital increase based on contributions in kind and, if several classes of stock are issued, the amount of the capital stock allocated to each class of stock,

4.  the point in time at which the subscription will become non-binding, unless the implementation of the capital stock increase has been entered in the Commercial Register by that time.

(2) Certificates of subscription that do not include all of the above information, or that provide for restrictions on the obligation of the subscriber besides the reservation made in subsection (1) no. 4, are null and void.

(3) Where the implementation of the capital stock increase has been registered, the subscriber cannot take recourse to the certificate of subscription being null and void or non-binding if the subscriber has exercised rights or fulfilled obligations as a stockholder by reason of the certificate of subscription.

(4) Any restriction not set out in the certificate of subscription is not effective in relation to the company.

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