(1) The general meeting of a stock corporation may resolve to integrate the company into some other stock corporation having its seat in Germany (principal company) if all shares of stock in the company are held by the future principal company. The stipulations of the law and the by-laws regarding amendments of the by-laws are not to be applied to the resolution.
(2) The resolution adopted as to the integration will enter into force only if the general meeting of the future principal company has consented thereto. The resolution adopted as to the consent 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. Subsection (1) sentence 2 is to be applied.
(3) From the time onwards at which the general meeting of the future principal company is convened at which it is intended to adopt a resolution as to the consent to the integration, the following documents are to be kept available at that company’s business premises for inspection by the stockholders:
1. the draft resolution as to the integration;
2. the annual financial statements and the management reports of the companies involved for the last three financial years;
3. a detailed written report by the management board of the future principal company explaining and justifying the integration in legal and economic terms (integration report).
Upon a corresponding demand being made, each stockholder of the future principal company is to be provided, without undue delay and at no charge, with a copy of the documents designated in sentence 1. The obligations pursuant to sentences 1 and 2 will not apply if the documents designated in sentence 1 are accessible, for the same period of time, via the website of the future principal company. These documents are to be made accessible at the general meeting. Upon a corresponding demand being made, each stockholder is to be provided with information at the general meeting also about any and all matters of the company to be integrated that are key in connection with the integration.
(4) The management board of the company to be integrated is to file an application for entry in the Commercial Register of the integration and the business name of the principal company. The minutes of the resolutions adopted by the general meeting and their annexes are to be attached, as execution copies or as publicly certified copies, to the application for registration.
(5) In filing the application for registration pursuant to subsection (4), the management board is to declare that no action has been brought against the entry into force of a resolution adopted by the general meeting, or that any action brought was not filed in due time or was dismissed by a ruling that has become final and binding, or that such action has been retracted; the management board is to notify the court of registration maintaining the register of these circumstances also after having filed the application for registration. Where no such declaration is available, the integration may not be registered unless the stockholders entitled to bring an action declare, by a notarially recorded declaration of waiver, that they waive bringing an action against the entry into force of the resolution adopted by the general meeting.
(6) It is equivalent to the declaration stipulated by subsection (5) sentence 1 if, once an action has been brought against the entry into force of a resolution adopted by a general meeting, the court has established by a court order, upon the petition having been filed by that company against whose resolution adopted by the general meeting the action is directed, that the fact of the action having been filed does not conflict with the entry in the register. Unless stipulated otherwise, section 247, sections 82, 83 (1) and section 84 of the Code of Civil Procedure as well as the provisions of the Code of Civil Procedure applicable to proceedings of first instance before the regional courts are to be applied accordingly to the proceedings. A court order pursuant to sentence 1 is delivered if:
1. the action is inadmissible or manifestly unfounded,
2. the plaintiff has failed to provide proof by submitting the corresponding records and documents, within one week of having served the petition, that they have been holding a stake of at least 1,000 euros since the notice convening the assembly was published or
3. the prompt entering into force of the resolution adopted by the general meeting appears to take precedence because the court holds, at its discretion and conviction, that the substantial disadvantages for the company and its stockholders as presented by the petitioner outweigh the disadvantages the respondent stands to suffer; this does not apply if the violation of the law is particularly grave.
In urgent cases, the court order may be delivered without a hearing for oral argument being held. The court order as a rule is to be delivered no later than three months after the petition has been filed; the reasons for any delays to the decision are to be provided in a court order against which there is no right of appeal. The facts and circumstances brought before the court, by reason of which the court order pursuant to sentence 3 may be delivered, are to be demonstrated to the satisfaction of the court. A senate of the higher regional court in the judicial district of which the company has its seat will decide regarding the petition. Transferring the matter to a judge sitting alone is precluded; no conciliation hearing is required. There is no right of appeal against the court order. If the action is found to be well-founded, then the company that has obtained the court order will be under obligation to compensate the respondent for the damages that the latter has suffered as a result of the integration based on the resolution adopted by the general meeting having been registered. Once it has been registered, any deficiencies of the resolution will not affect its implementation; no demand may be made to cancel the effects of entering the resolution in the register, also not by way of compensation of damages.
(7) Upon entry of the integration in the Commercial Register kept at the seat of the company, the company will have been integrated into the principal company.