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UmwG (EN)

Transformation Act
UmwG-EN · official text on Gesetze im Internet — official English translation

🇩🇪 Auf Deutsch lesen (original text)

This is the German Federal Ministry of Justice's own official English translation. The German original linked above is the legally authoritative text.

Sections

Book 1 Eligibility for transformation

• Section 1 — Types of transformation; statutory restrictions

Division 1 Eligibility for a merger

• Section 2 — Types of mergers
• Section 3 — Legal entities eligible for merger

Division 2 Merger by absorption

• Section 4 — Merger agreement
• Section 5 — Substance of the merger agreement
• Section 6 — Form of the merger agreement
• Section 7 — Termination of the merger agreement
• Section 8 — Merger report
• Section 9 — Audit of the merger
• Section 10 — Appointment of the merger auditors
• Section 11 — Position and responsibilities of the merger auditors
• Section 12 — Audit report
• Section 13 — Resolutions adopted as to the merger agreement
• Section 14 — Time limit for bringing actions against the merger resolution; actions that are not an available remedy against the merger resolution
• Section 15 — Improvement of the exchange ratio
• Section 16 — Application for entry of the merger in the register
• Section 17 — Annexes to the application for entry in the register
• Section 18 — Firm name or name of the acquiring legal entity
• Section 19 — Entry in the register of the merger and notice by publication of same
• Section 20 — Effects of the entry in the register
• Section 21 — Effect on contracts imposing reciprocal obligations
• Section 22 — Protection of creditors
• Section 23 — Protection of holders of special privileges
• Section 24 — Valuation procedures used by the acquiring legal entity
• Section 25 — Obligation of the administrative bodies of the legal entities being acquired to provide compensation for damages
• Section 26 — Assertion of the claim to compensation of damages
• Section 27 — Obligation of the administrative bodies of the acquiring legal entity to provide compensation of damages
• Section 28 — Ineffectiveness of the merger resolution adopted by a legal entity being acquired
• Section 29 — Offer of compensation in the merger agreement
• Section 30 — Substance of the claim to cash settlement and review of the cash settlement
• Section 31 — Acceptance of the offer
• Section 32 — Actions that are not an available remedy against the merger resolution
• Section 33 — Disposal in other ways
• Section 34 — Court review of the compensation
• Section 35 — Designation of unknown stockholders; suspension of voting right
• Section 35a — Reconciliation of interests; transfer of a business

Division 3 Merger by new formation

• Section 36 — Applicable provisions
• Section 37 — Substance of the merger agreement
• Section 38 — Application for entry in the register of the merger and of the new legal entity

Part 2 Special provisions

Division 1 Merger involving partnerships

• Section 39 — Ineligibility for merger
• Section 39a — Merger report
• Section 39b — Information provided to the shareholders
• Section 39c — Resolution adopted by the meeting of shareholders
• Section 39d — Objection against the resolution adopted by the meeting of shareholders
• Section 39e — Audit of the merger
• Section 39f — Limitation in time of the liability of general partners
• Section 40 — Substance of the merger agreement
• Section 41 — Objection against the resolution adopted by the meeting of shareholders
• Section 42 — Provisions to be applied accordingly
• Section 43
• Section 44
• Section 45 — (repealed)
• Section 45a — Eligibility for a merger
• Section 45b — Substance of the merger agreement
• Section 45c — Merger report and information provided to the partners
• Section 45d — Resolution adopted by the meeting of shareholders
• Section 45e — Applicable provisions

Division 2 Merger involving limited liability companies

• Section 46 — Substance of the merger agreement
• Section 47 — Information provided to the shareholders
• Section 48 — Audit of the merger
• Section 49 — Preparations for the meeting of shareholders
• Section 50 — Resolution adopted by the meeting of shareholders
• Section 51 — Requirements of consent in special circumstances
• Section 52 — Application for entry in the register of the merger
• Section 53 — Entry in the register in the event of an increase of the nominal capital
• Section 54 — Merger without an increase of capital
• Section 55 — Merger with an increase of capital
• Section 56 — Applicable provisions
• Section 57 — Substance of the articles of association
• Section 58 — Report on company formation on the basis of contributions in kind
• Section 59 — Merger resolutions

Division 3 Merger involving stock corporations

• Section 60 — Audit of the merger; appointment of the merger auditors
• Section 61 — Publication of the merger agreement
• Section 62 — Group mergers
• Section 63 — Preparations for the general meeting
• Section 64 — Conduct of the general meeting
• Section 65 — Resolution by the general meeting
• Section 66 — Entry in the register in the event of an increase of the capital stock
• Section 67 — Application of the rules concerning post-formation agreements
• Section 68 — Merger without an increase of capital
• Section 69 — Merger with capital increase
• Section 70 — Assertion of a claim to compensation of damages
• Section 71 — Appointment of a trustee
• Section 72 — Exchange of stock
• Section 72a — Allotment of additional shares of stock
• Section 72b — Increase of the capital for purposes of allotting additional shares of stock
• Section 73 — Applicable provisions
• Section 74 — Substance of the by-laws
• Section 75 — Formation report and audit of the formation
• Section 76 — Merger resolutions
• Section 77

Division 4 Merger involving public partly limited partnerships

• Section 78 — Applicable provisions

Division 5 Merger involving registered cooperative societies

• Section 79 — Eligibility for a merger
• Section 80 — Substance of the merger agreement in the case of absorption by a cooperative society
• Section 81 — Expert report of the confederation responsible for auditing cooperative societies
• Section 82 — Preparations for the general assembly
• Section 83 — Conduct of the general assembly
• Section 84 — Resolution adopted by the general assembly
• Section 85 — Improvement of the exchange ratio
• Section 86 — Annexes to the application for entry in the register
• Section 87 — Exchange of shares
• Section 88 — Amounts of the members’ capital contributions where share capital companies or associations having legal capacity are absorbed
• Section 89 — Entry in the list of members of the cooperative society’s members; notification
• Section 90 — Rejection of shares or memberships by individual holders of shares
• Section 91 — Formal requirements and deadlines applying to the rejection
• Section 92 — Entry of the rejection in the list of members
• Section 93 — Distribution of assets
• Section 94 — Disbursement of the credit balance resulting from the distribution of assets
• Section 95 — Continuance of the obligation to provide additional funding
• Section 96 — Applicable provisions
• Section 97 — Obligations of the representative bodies of the legal entity being acquired
• Section 98 — Merger resolutions

Division 6 Merger involving associations having legal capacity

• Section 99 — Eligibility for a merger
• Section 100 — Audit of the merger
• Section 101 — Preparations for the meeting of members
• Section 102 — Conduct of the meeting of members
• Section 103 — Resolution adopted by the meeting of members
• Section 104 — Notice by publication of the merger
• Section 104a — Ineligibility for cash settlement in certain cases

Division 7 Merger of confederations responsible for auditing cooperative societies

• Section 105 — Eligibility for a merger
• Section 106 — Preparations for the meeting of members, conduct of same, and adoption of resolutions by same
• Section 107 — Obligations of the management boards
• Section 108 — Resignation by members of the confederation being acquired

Division 8 Merger of mutual insurance companies

• Section 109 — Legal entities eligible for merger
• Section 110 — Substance of the merger agreement
• Section 111 — Notice by publication of the merger agreement
• Section 112 — Preparations for the assembly of the most senior representative committee, conduct of same, and adoption of resolutions by same
• Section 113 — No court review
• Section 114 — Applicable provisions
• Section 115 — Appointment of the representative bodies of the mutual insurance companies
• Section 116 — Resolutions adopted by the most senior representative committees
• Section 117 — Inception of the new mutual insurance company; notice by publication
• Section 118 — Applicable provisions
• Section 119 — Notice by publication of the merger

Division 9 Merger of share capital companies with the assets of a sole shareholder

• Section 120 — Eligibility for a merger
• Section 121 — Applicable provisions
• Section 122 — Entry in the Commercial Register

Part 1 General provisions

Division 1 Eligibility for division

• Section 123 — Types of divisions
• Section 124 — Legal entities eligible for division
• Section 125 — Applicable provisions

Division 2 Division for purposes of absorption

• Section 126 — Substance of the division and takeover agreement
• Section 127 — Division report
• Section 128 — Consent to the division in special circumstances
• Section 129 — Application for entry in the register of the division
• Section 130 — Entry in the register of the division
• Section 131 — Effects of the entry in the register
• Section 132 — Laws protecting against dismissal
• Section 132a — Retention of co-determination rights
• Section 133 — Protection of creditors and of holders of special rights
• Section 134 — Protection of creditors in special cases

Division 3 Division for purposes of new formation

• Section 135 — Applicable provisions
• Section 136 — Draft terms of the division
• Section 137 — Application for entry in the register and entry in same of the new legal entities and of the division

Part 2 Special provisions

Division 1 Division involving limited liability companies

• Section 138 — Report on company formation on the basis of contributions in kind
• Section 139 — Reduction of the nominal capital
• Section 140 — Application for entry in the register of the partial division or the division by separation

Division 2 Division involving stock corporations and public partly limited partnerships

• Section 141 — Ineligibility for a division
• Section 142 — Division with capital increase; division report
• Section 142a — Obligations under section 72a
• Section 143 — Division for purposes of new formation while maintaining the ratio of ownership interests
• Section 144 — Formation report and audit of the formation
• Section 145 — Reduction of the capital stock
• Section 146 — Application for entry in the register of the partial division or the division by separation

Division 3 Division involving registered cooperative societies

• Section 147 — Eligibility for a division
• Section 148 — Application for entry in the register of the partial division or the division by separation

Division 4 Division involving associations having legal personality

• Section 149 — Eligibility for a division

Division 5 Division with the involvement of confederations responsible for auditing cooperative societies

• Section 150 — Eligibility for a division

Division 6 Division involving mutual insurance companies

• Section 151 — Eligibility for a division

Division 7 Division by separation out of the assets of a sole trader

• Section 152 — Acquiring legal entities or new legal entities
• Section 153 — Division report by separation
• Section 154 — Entry in the register of the division by separation
• Section 155 — Effects of the division by separation
• Section 156 — Liability of the sole trader
• Section 157 — Limitation in time of the liability for transferred liabilities
• Section 158 — Applicable provisions
• Section 159 — Report on company formation on the basis of contributions in kind, formation report, and audit of the formation
• Section 160 — Application for entry in the register and entry in the register

Division 8 Division by separation out of the assets of foundations having legal personality

• Section 161 — Eligibility for a division by separation
• Section 162 — Division report by separation
• Section 163 — Resolution on the agreement
• Section 164 — Approval of the division by separation
• Section 165 — Report on company formation on the basis of contributions in kind and formation report
• Section 166 — Liability of the foundation
• Section 167 — Limitation in time of the liability for transferred liabilities

Division 9 Division by separation out of the assets of local government bodies or networks of local government bodies

• Section 168 — Eligibility for a division by separation
• Section 169 — Division report by separation; resolution as to a division by separation
• Section 170 — Report on company formation on the basis of contributions in kind; formation report
• Section 171 — Effectiveness of the division by separation
• Section 172 — Liability of the authority or the network
• Section 173 — Limitation in time of the liability for transferred liabilities

Part 1 Eligibility for an asset transfer

• Section 174 — Types of asset transfer
• Section 175 — Legal entities involved

Part 2 Transfer of the assets, or parts of the assets, of a share capital company to public bodies

Division 1 Full transfer

• Section 176 — Application of the rules governing mergers

Division 2 Partial transfer

• Section 177 — Application of the rules governing divisions

Part 3 Asset transfers among insurers

Division 1 Transfer of the assets of a stock corporation to mutual insurance companies or to public-law insurers

• Section 178 — Application of the rules governing mergers
• Section 179 — Application of the rules governing divisions

Division 2 Transfer of the assets of a mutual insurance company to stock corporations or public-law insurers

• Section 180 — Application of the rules governing mergers
• Section 181 — Provision of compensation
• Section 182 — Information provided to the members
• Section 183 — Appointment of a trustee
• Section 184 — Application of the rules governing divisions

Division 3 Transfer of the assets of a smaller mutual insurance company to a stock corporation or to a public-law insurer

• Section 185 — Eligibility for an asset transfer
• Section 186 — Applicable provisions
• Section 187 — Notice by publication of the asset transfer

Division 4 Transfer of the assets of a public-law insurer to stock corporations or mutual insurance companies

• Section 188 — Application of the rules governing mergers
• Section 189 — Application of the rules governing divisions

Part 1 General provisions

• Section 190 — General scope of application
• Section 191 — Eligible legal entities
• Section 192 — Report on the change of legal form
• Section 193 — Resolution on change of legal form
• Section 194 — Substance of the resolution on change of legal form
• Section 195 — Time limit for bringing actions against the resolution on change of legal form; actions that are not an available remedy against the resolution on change of legal form
• Section 196 — Improvement of the ownership interest held
• Section 197 — Applicable company formation rules
• Section 198 — Application for entry in the register of the change of legal form
• Section 199 — Annexes to the application for entry in the register
• Section 200 — Firm name or name of the legal entity
• Section 201 — Notice by publication of the change of legal form
• Section 202 — Effects of the entry in the register
• Section 203 — Term of office the members of the supervisory board
• Section 204 — Protection of the creditors and of the holders of special rights
• Section 205 — Obligation to provide compensation for damages of the administrative bodies of the legal entity changing its legal form
• Section 206 — Assertion of the claim to compensation of damages
• Section 207 — Offer of cash settlement
• Section 208 — Substance of the claim to cash settlement and review of the cash settlement
• Section 209 — Acceptance of the offer
• Section 210 — Actions that are not an available remedy against the resolution on change of legal form
• Section 211 — Disposal in other ways
• Section 212 — Court review of the compensation
• Section 213 — Unknown stockholders

Part 2 Special provisions

Division 1 Change of the legal form of partnerships

• Section 214 — Eligibility for a change of legal form
• Section 215 — Report on the change of legal form
• Section 216 — Information provided to the shareholders
• Section 217 — Resolution adopted by the meeting of shareholders
• Section 218 — Substance of the resolution on change of legal form
• Section 219 — Legal status as a founder
• Section 220 — Capital protection
• Section 221 — Accession of general partners
• Section 222 — Application for entry in the register of the change of legal form
• Section 223 — Annexes to the application for entry in the register
• Section 224 — Continuance and limitation in time of personal liability
• Section 225 — Review of the offer of compensation
• Section 225a — Eligibility for a change of legal form
• Section 225b — Report on the change of legal form and information provided to the partners
• Section 225c — Applicable provisions

Division 2 Change of the legal form by share capital companies

• Section 226 — Eligibility for a change of legal form
• Section 227 — Provisions having no application
• Section 228 — Eligibility for a change of legal form
• Section 229
• Section 230 — Preparations for the assembly of the holders of shares
• Section 231 — Notice of the offer of compensation
• Section 232 — Conduct of the assembly of the holders of shares
• Section 233 — Resolution adopted by the assembly of the holders of shares
• Section 234 — Substance of the resolution on change of legal form
• Section 235 — Application for entry in the register of the change of legal form
• Section 236 — Effects of the change of legal form
• Section 237 — Continuance and limitation in time of personal liability
• Section 238 — Preparations for the assembly of the holders of shares
• Section 239 — Conduct of the assembly of the holders of shares
• Section 240 — Resolution adopted by the assembly of the holders of shares
• Section 241 — Consents required for the change of legal form by a limited liability company
• Section 242 — Consent required for the change of legal form by a stock corporation or by a public partly limited partnership
• Section 243 — Substance of the resolution on change of legal form
• Section 244 — Record of the resolution on change of legal form; articles of association
• Section 245 — Legal status as a founder; capital protection
• Section 246 — Application for entry in the register of the change of legal form
• Section 247 — Effects of the change of legal form
• Section 248 — Exchange of the shares
• Section 248a — Allocation of additional shares
• Section 249 — Protection of creditors
• Section 250 — Provisions having no application
• Section 251 — Preparations for and conduct of the assembly of the holders of shares
• Section 252 — Resolution adopted by the assembly of the holders of shares
• Section 253 — Substance of the resolution on change of legal form
• Section 254 — Application for entry in the register of the change of legal form
• Section 255 — Effects of the change of legal form
• Section 256 — Amounts of the members’ capital contributions; notification of members
• Section 257 — Protection of creditors

Division 3 Change of the legal form of registered cooperative societies

• Section 258 — Eligibility for a change of legal form
• Section 259 — Expert report of the confederation responsible for auditing cooperative societies
• Section 260 — Preparations for the general assembly
• Section 261 — Conduct of the general assembly
• Section 262 — Resolution adopted by the general assembly
• Section 263 — Substance of the resolution on change of legal form
• Section 264 — Capital protection
• Section 265 — Application for entry in the register of the change of legal form
• Section 266 — Effects of the change of legal form
• Section 267 — Notification of the holders of shares
• Section 268 — Instructions to stockholders; disposal of stock
• Section 269 — Resolutions adopted by the general meeting; authorised capital
• Section 270 — Offer of compensation
• Section 271 — Continuance of the obligation to provide additional funding

Division 4 Change of legal form by associations having legal personality

• Section 272 — Eligibility for a change of legal form
• Section 273 — Eligibility for a change of legal form
• Section 274 — Preparations for and conduct of the meeting of members
• Section 275 — Resolution adopted by the meeting of members
• Section 276 — Substance of the resolution on change of legal form
• Section 277 — Capital protection
• Section 278 — Application for entry in the register of the change of legal form
• Section 279
• Section 280 — Effects of the change of legal form
• Section 281 — Notification of the holders of shares, disposal of shares of stock, resolutions adopted by the general meeting
• Section 282 — Offer of compensation
• Section 283 — Preparations for and conduct of the meeting of members
• Section 284 — Resolution adopted by the meeting of members
• Section 285 — Substance of the resolution on change of legal form
• Section 286 — Application for entry in the register of the change of legal form
• Section 287
• Section 288 — Effects of the change of legal form
• Section 289 — Amounts of capital contributions; notification of the members
• Section 290 — Offer of compensation

Division 5 Change of the legal form of mutual insurance companies

• Section 291 — Eligibility for a change of legal form
• Section 292 — Preparations for and conduct of the assembly of the most senior representative committee
• Section 293 — Resolution adopted by the most senior representative committee
• Section 294 — Substance of the resolution on change of legal form
• Section 295 — Capital protection
• Section 296 — Application for entry in the register of the change of legal form
• Section 297
• Section 298 — Effects of the change of legal form
• Section 299 — Notification of the stockholders, disposal of shares of stock, resolutions adopted by the general meeting
• Section 300 — Offer of compensation

Division 6 Change of the legal form of corporations under public law and public-law institutions

• Section 301 — Eligibility for a change of legal form
• Section 302 — Applicable provisions
• Section 303 — Capital protection; consents required
• Section 304 — Effectiveness of the change of legal form

Part 1 Cross-border merger

• Section 305 — Cross-border merger
• Section 306 — Companies eligible for merger
• Section 307 — Draft terms of merger
• Section 308 — Publication of the draft terms of merger
• Section 309 — Report on the merger
• Section 310 — Accessibility of the merger report
• Section 311 — Audit of the merger
• Section 312 — Consent by the holders of shares
• Section 313 — Cash settlement
• Section 314 — Protection afforded to the creditors of the company being acquired
• Section 315 — Entry in the register of the cross-border merger
• Section 316 — Merger certificate
• Section 317 — Information of the court maintaining the register
• Section 318 — Entry of the cross-border merger with Germany being the country of destination
• Section 319 — Withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union

Part 2 Cross-border division

• Section 320 — Cross-border division
• Section 321 — Companies eligible for division
• Section 322 — Draft terms of the division
• Section 323 — Publication of the draft terms of the divisions
• Section 324 — Division report
• Section 325 — Audit of the division
• Section 326 — Consent by the holders of shares
• Section 327 — Cash settlement
• Section 328 — Protection afforded to the creditors of the company being acquired
• Section 329 — Application for entry in the register; division certificate
• Section 330 — Entry in the register of the cross-border division with another country being the country of destination
• Section 331 — Entry in the register of the new company
• Section 332 — Division for purposes of absorption
• Section 333 — Cross-border change of legal form
• Section 334 — Companies eligible for a cross-border change of legal form
• Section 335 — Draft terms of the change of legal form
• Section 336 — Publication of the draft terms of the change of legal form
• Section 337 — Report on the change of legal form
• Section 338 — Audit of the change of legal form
• Section 339 — Consent by the holders of shares
• Section 340 — Cash settlement
• Section 341 — Protection afforded to creditors
• Section 342 — Application for entry in the register of the change of legal form
• Section 343 — Certificate as to the change of legal form
• Section 344 — Information of the court maintaining the register
• Section 345 — Entry in the register of the cross-border change of legal form with Germany being the country of destination

Book 7 Penal provisions and coercive fines

• Section 346 — False representations of facts
• Section 347 — Violation of reporting obligations
• Section 348 — Incorrect information
• Section 349 — Violation of the obligation to maintain confidentiality
• Section 350 — Coercive penalty payments

Book 8 Transitional provisions and final provisions

• Section 351 — Transformation of pre-existing legal persons
• Section 352 — Transformations already initiated. Changeover to the single currency
• Section 353 — Release from liability for pre-existing obligations
• Section 354 — Transitional provision on the Act Transposing into National Law the Directive on the Exercise of Certain Rights of Shareholders in Listed Companies, on the Third Act Amending the Transformation Act and on the Act to Strengthen Financial Market Integrity (Finanzmarktintegritätsstärkungsgesetz)
• Section 355 — Transitional provision on the Act Transposing into National Law the Directive on Conversions and Amending Further Acts (Gesetz zur Umsetzung der Umwandlungsrichtlinie und zur Änderung weiterer Gesetze)