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Part 2 · Formation of the company › Section 45

Relocation of the seat

(1) Where the company’s seat is moved to another location within Germany, an application for entry of said relocation is to be filed with the court at the company’s current seat.

(2) Where the seat is moved to a location outside of the judicial district of the court at the company’s current seat, this court is to give notice of the relocation, ex officio, to the court at the new seat, and is to do so without undue delay. The entries made for the current seat as well as the records and documents kept by the court having jurisdiction up to that point in time are to be attached to the notification; where the register is maintained in electronic form, the entries and the documents are to be transmitted by electronic means. The court at the new seat is to review whether the relocation was resolved upon in due and proper manner and whether the stipulations of section 30 of the Commercial Code have been observed. Where this is the case, the court is to enter the relocation of the seat in the register and in so doing is to include in its Commercial Register the entries of which it has been notified without performing any further reviews. The relocation of the seat enters into force upon its being registered. The court at the company’s current seat is to be notified of the entry. This court is to perform, ex officio, the requisite cancellations.

(3) Where the seat is moved to a different location within the judicial district of the court at the company’s current seat, the court is to review whether the relocation of the seat was resolved upon in due and proper manner and whether the stipulations of section 30 of the Commercial Code have been observed. If this is the case, then the court is to enter the relocation of the seat in the register. The relocation of the seat enters into force upon its being registered.

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