(1) Shares of stock may be redeemed mandatorily or following a purchase by the company. A mandatory redemption is permissible only if it was stipulated or permitted in the original by-laws, or by an amendment of the by-laws, prior to the shares being acquired or subscribed.
(2) In redeeming the shares of stock, the provisions governing the ordinary capital reduction are to be observed. The by-laws or the resolution adopted by the general meeting are to specify the pre-requisites for a mandatory redemption and the details of its implementation. Section 225 (2) applies accordingly to the payment of the fee granted to stockholders in the case of a mandatory redemption or in the case of a purchase of shares of stock for redemption purposes, and to the release of said stockholders from the obligation to make contributions.
(3) The provisions governing the ordinary capital reduction need not be complied with if the shares of stock for which the issue price has been fully paid:
1. are made available to the company without monetary consideration or
2. are redeemed out of the net income or out of freely disposable reserves, insofar as they may be used for such purpose or
3. are no-par-value shares and the resolution adopted by the general meeting stipulates that the redemption will have the effect of increasing the stake that the remaining shares have in the capital stock pursuant to section 8 (3); where the management board is granted authority to perform the redemption, it may also be granted authority to amend the number stated in the by-laws.
(4) In the cases governed by subsection (3) as well, the capital reduction by way of redemption may be resolved upon only by the general meeting. A simple majority of the votes cast suffices for the resolution to be adopted. The by-laws may stipulate a greater majority ratio and may impose further requirements. The resolution is to specify the purpose of the capital reduction. The management board and the chairperson of the supervisory board are to file an application for entry of the resolution in the Commercial Register.
(5) In the cases governed by subsection (3) nos. 1 and 2, an amount is to be allocated to the capital reserve that is equal to the amount of the capital stock allocated to the redeemed shares of stock.
(6) Inasmuch as the redemption is a mandatory redemption stipulated in the by-laws, no resolution need be adopted by the general meeting. In such event, the decision of the management board as to the redemption takes the stead of the resolution adopted by the general meeting in applying the provisions as to the ordinary capital reduction.