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Book 2 · Public partly limited partnership › Section 289

Dissolution

(1) Unless otherwise determined in subsections (2) to (6), the grounds for which the public partly limited partnership is dissolved or for which one of several general partners exits the company are governed by the provisions of the Commercial Code regarding the limited partnership.

(2) The public partly limited partnership also is dissolved:

1.  upon the court order becoming final and binding by which the opening of insolvency proceedings is refused for insufficiency of assets;

2.  upon the direction issued by the court of registration becoming final and binding by which a deficiency of the by-laws has been established pursuant to section 399 of the Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction;

3.  by striking the company from the register for lack of assets pursuant to section 394 of the Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction.

(3) The company is not dissolved by the opening of insolvency proceedings for the assets of a limited liability shareholder of a public partly limited partnership. The creditors of a limited liability shareholder of a public partly limited partnership are not entitled to terminate the company.

(4) In order for the limited liability shareholders of a public partly limited partnership to terminate the company and for them to grant their consent to the company being dissolved, a resolution adopted by the general meeting is required. The same applies to a petition filed for dissolution of the company by a decision by the court. The resolution requires a majority of at least three quarters of the capital stock represented at the time of its adoption. The by-laws may stipulate a greater majority ratio of capital and may impose further requirements.

(5) General partners may exit the company, besides being expelled, only if the by-laws declare this to be permissible.

(6) All general partners are to file an application for entry in the Commercial Register if the company is dissolved or if a general partner exits the company. Section 141 (2) of the Commercial Code applies accordingly. In the cases governed by subsection (2), the court is to enter the dissolution in the register ex officio and the reason therefor. In the case governed by subsection (2) no. 3, the dissolution is not registered.

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