(1) A direction to change legal form must contain the following particulars: 1. a statement that the institution or group entity acquires the legal form of a stock corporation through the change of legal form; 2. the corporate name of the legal entity under the new legal form, with the addition "Aktiengesellschaft auf Anordnung" (stock corporation by order); 3. the provisional articles of association of the legal entity under the new legal form; 4. the provisional members of the management board and the nature and scope of their power of representation; 5. the provisional members of the supervisory board; 6. particulars of the number, type, and scope of the shares that the former shareholders acquire through the change of legal form; 7. particulars of the rights granted, in the legal entity, to holders of special rights such as non-voting shares, preference shares, multiple voting right shares, debt instruments, and profit participation rights. The shares and rights referred to in the first sentence, points 4 and 6, correspond to the previous entitlements, insofar as they do not reflect changes resulting from the application of the resolution tools.
(2) The change of legal form becomes effective on public announcement of the resolution order under section 137. The announcement of the direction has, in particular, the following effects: 1. the legal entity changing legal form continues to exist under the new legal form; 2. the shareholders of the legal entity changing legal form hold an interest in the legal entity in accordance with the provisions applicable to the new legal form; 3. holders of special rights such as non-voting shares, preference shares, multiple voting right shares, debt instruments, and profit participation rights are entitled to be granted equivalent rights against the legal entity under the new legal form; 4. rights of third parties in the shares or membership interests of the legal entity changing legal form continue to exist as rights in the shares of the legal entity under the new legal form that replace them; in particular, the membership of the legal entity changing legal form in deposit guarantee schemes continues, and cannot be terminated by the deposit guarantee schemes as a result of the change of legal form. The powers under this Act to restrict shares or other rights in the legal entity changing legal form remain unaffected. Their exercise may be combined with the direction of the change of legal form. The change of legal form does not affect claims, due at the time of the change of legal form, of creditors of the institution or group entity changing legal form against one of its members arising from liabilities of the institution or group entity changing legal form, for which that member is personally liable at the time of the change of legal form.
(3) The change of legal form, and the other facts and legal relationships requiring registration in connection with the direction, are entered in the corresponding registers with reference to the direction under subsection (1). The resolution authority submits the direction under subsection (1) to the registry court for registration without delay.
(4) The provisions of the Stock Corporation Act apply to the legal entity under the new legal form, insofar as the provisions of this Act do not provide otherwise.
(5) The provisional management board must, in accordance with the formation provisions applicable to the new legal form, initiate without delay the measures necessary for formation and register them with the commercial register, unless the direction under subsection (1) provides otherwise. Where the statutory conditions for the registration of the stock corporation are satisfied, the registry court deletes the addition "auf Anordnung" (by order) from the corporate name of the stock corporation. The directed change of legal form remains effective irrespective of registration or its entry.
Subdivision 5
(repealed)
Sections 150 to 152
(repealed)