(1) Independently of whether or not the ownership interest has been certificated, registered shares of stock are to be entered in the company’s share register stating the family name, first name, date of birth, an address and an electronic address of the stockholder, as well as the number of shares held or the share certificate number and, in the case of par-value shares, their amount. Where a stockholder is a legal entity or a partnership with legal capacity, their business name or name, seat and address are to be entered in the share register. A civil law partnership may be entered in the share register and changes may be made to its entry only if it has been entered in the company register. The stockholder is under obligation to provide to the company the particulars set out in sentences 1 and 2. The by-laws may stipulate further details as to the pre-requisites under which it is permissible to enter in a holder’s own name shares of stock belonging to some other party. Shares of stock belonging to a German, EU or foreign investment entity in accordance with the Investment Code (Kapitalanlagegesetzbuch – KAG), the shares or shares of stock in which are not exclusively held by professional or semi-professional investors, will be considered shares of the German, EU or foreign investment entity also in those cases in which they are co-owned by the investors; where the investment entity does not have a legal personality of its own, they will be considered shares of stock in the management company of the investment entity. For purposes of transmitting the details stipulated in sentences 1 and 2, the company establishes a notification system for the issuance of electronic shares of stock in cooperation with the body maintaining the register of the central register in accordance with section 12 (2) of the Act on Electronic Securities or of the crypto securities register in accordance with section 16 (2) of said Act.
(2) Only parties who have been entered in the share register will enjoy rights or be subject to duties arising from the shares of stock in their relationship with the company. However, no voting rights will attach to entries that are in excess of a maximum threshold specified in the by-laws pursuant to subsection (1) sentence 5 or regarding which the by-laws stipulate a disclosure duty as to the fact that the shares of stock belong to some other party, and this duty has not been complied with. Furthermore, no voting rights will attach to shares for as long as a demand for information pursuant to subsection (4) sentence 2 or 3 has not been complied with following expiry of the time limit and warning indicating the loss of the voting rights has been issued.
(3) The cancellation and new entry in the share register will be performed upon the corresponding notification having been provided and proof having been submitted. The company may effect an entry also on the basis of a notification in accordance with section 67d (4).
(4) The intermediaries cooperating in and assisting with the transfer or safekeeping of registered shares of stock are under obligation to transmit to the company the particulars required for maintaining the share register and will be reimbursed for the costs necessarily incurred. The party registered is to notify the company without undue delay, upon the latter’s corresponding demand, of the extent to which the shares of stock regarding which said party is entered in the share register in fact belong to them; should this not be the case, the party registered is to provide the particulars required under subsection (1) sentences 1 and 2 for that party on behalf of whom the party registered is holding the shares. This applies accordingly to that party whose data are transmitted pursuant to sentence 2 or pursuant to this sentence. Subsection (1) sentence 6 applies accordingly; sentence 1 applies to the allocation of costs. Where the holder of registered shares of stock is not entered in the share register, the intermediary maintaining the securities account is under obligation, upon a corresponding demand being made by the company, to have itself separately entered in the share register, in the stead of the holder, in return for reimbursement by the company for the costs necessarily incurred. Where an intermediary is separately entered in the share register only temporarily in the context of registered shares of stock being transferred, this entry does not trigger any duties as a result of subsection (2) and will not lead to the application of restrictions set out in the by-laws as stipulated by subsection (1) sentence 5. Section 67d remains unaffected.
(5) Where, in the view taken by the company, someone has been incorrectly entered in the share register as a stockholder, the company may cancel this entry only if it has previously notified the parties involved of the intended cancellation and has set a reasonable time limit within which they may lodge an objection. Where a party involved objects within the time limit, no cancellation will be made.
(6) The stockholder may demand that the company inform them about the data concerning their person that have been entered in the share register. In the case of unlisted companies, the by-laws may make further provisions. The company may use the data contained in the register as well as the data provided under the terms of subsection (4) sentences 2 and 3 in order to fulfil the tasks incumbent on it in its relationship with the stockholders. It may use the data to advertise the enterprise only insofar as the stockholder does not object to this being done. The stockholders are to be appropriately informed on their right to lodge an objection.
(7) The above provisions apply accordingly to temporary share certificates.