(1) Anyone will be committing an administrative offence who, as a member of the management board or of the supervisory board or as a liquidator,
1. issues registered shares of stock, the share certificates of which do not set out the amount of the partial payments made, or issues bearer shares prior to their issue price having been fully paid in.
2. issues share certificates or temporary share certificates prior to the company having been registered or, in the case of a capital increase, prior to the implementation of such increase of the capital stock having been entered or, in the case of a conditional capital increase or of a capital increase using company funds, prior to the resolution adopted as to the conditional capital increase or the capital increase using company funds having been entered in the Commercial Register,
3. issues share certificates or temporary share certificates in a lower amount than the minimum nominal amount permissible pursuant to section 8 (2) sentence 1 or share certificates or temporary share certificates to which, in the case of a company with no-par-value shares, a lower stake in the capital stock is allocated than the minimum amount permissible pursuant to section 8 (3) sentence 3
4.
a) purchases treasury shares of stock in the company in contravention of section 71 (1) nos. 1 to 4 or (2) or, read in conjunction with section 71e (1), accepts them in pledge,
b) fails to offer treasury shares of stock that are to be disposed of (section 71c (1) and (2)) or
c) fails to take the measures required to prepare for the adoption of the resolution as to the redemption of treasury shares of stock (section 71c (3)).
5. in contravention of section 120a (2), fails to make a disclosure, fails to make it accurately or completely or fails to make it in due time, or
6. in contravention of section 162 (4), fails to make available a report or opinion set out therein or fails to make it publicly available for a minimum of 10 years
(2) Anyone likewise will be committing an administrative offence who, as a stockholder or as the representative of a stockholder, fails to provide the particulars to be included in the list pursuant to section 129 or does not provide accurate particulars.
(2a) Anyone will be committing an administrative offence who,
1. in contravention of section 67 (4) sentence 2 first half-sentence, and also read in conjunction with sentence 3, fails to submit a notification set out therein or fails to submit it accurately, completely or in due time,
2. in contravention of section 67a (3) sentence 1, also read in conjunction with sentence 2, and in each case also read in conjunction with section 125 (5) sentence 3, or in contravention of section 67c (1) sentence 2 or section 67d (4) sentence 2 second half-sentence, fails to forward an item of information set out therein or fails to forward it accurately, completely or in due time,
3. in contravention of section 67b (1) sentence 1, also read in conjunction with subsection (2), in each case also read in conjunction with section 125 (5) sentence 3, or in contravention of section 67c (1) sentence 1 or section 67d (4) sentence 1 or 3, fails to transmit an item of information set out therein or fails to transmit it accurately, completely or in due time,
4. in contravention of section 67c (3), fails to issue the confirmation set out therein or fails to issue it accurately, completely or in due time,
5. in contravention of section 67d (3), fails to forward a request for information set out therein or fails to do so accurately, completely or in due time,
6. in contravention of section 111c (1) sentence 1, fails to make a disclosure or fails to do so accurately, completely or in due time,
7. in contravention of section 118 (1) sentence 3 or 4, in each case also read in conjunction with subsection (2) sentence 2, or in contravention of section 129 (5) sentence 2 or 3, fails to issue a confirmation set out therein or fails to do so accurately, completely, in the manner prescribed or in due time, or fails to transmit such confirmation or fails to do so accurately, completely or in due time,
8. in contravention of section 134b (5) sentence 1, fails to make publicly accessible an item of information as stipulated by section 134b (1), (2) or (4) or fails to do so for a minimum of three years,
9. in contravention of section 134c (3) sentence 1, fails to make publicly accessible an item of information as stipulated by section 134c (1) or (2) sentence 1 or 3 or fails to do so for a minimum of three years,
10. in contravention of section 134d (3), fails to make publicly accessible an item of information set out therein or fails to do so for a minimum of three years,
11. in contravention of section 134d (4), fails to provide an item of information or fails to do so accurately, completely or in due time, or,
12. in contravention of section 135 (9), precludes or limits an obligation set out therein.
(3) Furthermore, anyone will be committing an administrative offence who
1. uses shares of stock belonging to some other party that they do not have authority to represent, and without that party’s consent, in order to exercise rights at the general meeting or at a separate meeting,
2. uses shares of stock belonging to some other party in order to exercise rights at the general meeting or at a separate meeting, having procured such shares of stock for this purpose by granting or promising special benefits,
3. surrenders shares of stock to some other party for the purpose designated in no. 2 in return for special benefits being granted or promised to them,
4. uses shares of stock belonging to some other party, regarding which they or the party they are representing may not exercise the voting right pursuant to section 135, in order to exercise the voting right,
5. surrenders shares of stock to some other party, regarding which they or the party they are representing may not exercise the voting right pursuant to section 20 (7), section 21 (4), sections 71b, 71d sentence 4, section 134 (1), sections 135, 136, 142 (1) sentence 2 or section 285 (1), for purposes of exercising the voting right, or uses such shares of stock surrendered to them to exercise the voting right,
6. demands special benefits as counter-performance or has such special benefits promised to them, or accepts such special benefits, in return for not casting a vote, or casting it in a certain sense, when a vote is taken at the general meeting or at a separate meeting or
7. offers, promises or grants special benefits as counter-performance in return for someone not casting a vote, or casting it in a certain sense, when a vote is taken at the general meeting or at a separate meeting.
(3a) Anyone will be committing an administrative offence who intentionally or recklessly
1. fails to forward the invitation convening the general meeting, in contravention of section 121 (4a) sentence 1 also read in conjunction with section 124 (1) sentence 3 or fails to forward it accurately, completely or in due time or
2. who, in contravention of section 124a, fails to make publicly accessible information or fails to do so accurately or completely.
(3b) Anyone will be committing an administrative offence who, as a member of the audit committee of a company that is a public-interest entity as defined in section 316a sentence of the Commercial Code,
1. fails to monitor the independence of the statutory auditor or audit firm subject to the stipulations of Article 4 (3) subparagraph 2, of Article 5 (4) subparagraph 1 sentence 1 or of Article 6 (2) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (OJ L 158 of 27 May 2014, p. 77, L 170 of 11 June 2014, p. 66) or
2. submits to the supervisory board a recommendation for the appointment of a statutory auditor or an audit firm that fails to meet the requirements set out in Article 16 (2) subparagraph 2 or 3 of Regulation (EU) No 537/2014 or that has not been preceded by a selection procedure pursuant to Article 16 (3) subparagraph 1 of Regulation (EU) No 537/2014.
(3c) Anyone will be committing an administrative offence who, as a member of the supervisory board of a company that is a public-interest entity as defined in section 316a sentence 2 of the Commercial Code, submits a suggestion to the general meeting for the appointment of an auditor or an audit firm who fails to meet the requirements set out in Article 16 (5) subparagraph 1 or 2 sentence 1 or 2, of Regulation (EU) No 537/2014.
(4) In the cases governed by subsection (2a) no. 6 as well as of subsections (3b) and (3c), the administrative offence may be punished by a fine of up to 500,000 euros, in the other cases by a fine not exceeding 25,000 euros.
(5) The administrative authority within the meaning of section 36 (1) sentence 1 of the Act on Regulatory Offences (OWiG) is
1. the Federal Financial Supervisory Authority (BAFin)
a) in the cases governed by subsection (2a) no. 6, insofar as the action concerns a transaction provided for by section 111c (1) sentence 1 read in conjunction with subsection (3) sentence 1, and
b) in the cases governed by subsections (3b) and (3c) where companies are concerned that are public-interest entities as defined in section 316a sentence 2 nos. 2 and 3 of the Commercial Code,
2. in the cases governed by subsections (3b) and (3c), in which BAFin is not the administrative authority in accordance with no. 1 (b), the Federal Office of Justice (Bundesamt für Justiz – BfJ) is said administrative authority.