(1) For those of the liabilities of the legal entity being acquired that were in existence since before its division taken effect, the legal entities involved in such division are liable as joint and several debtors. Sections 25, 26, and 28 of the Commercial Code as well as section 125 read in conjunction with section 22 remain unaffected; solely that legal entity involved in the division is under obligation to provide security that is being laid claim to.
(2) For the performance of the obligation pursuant to section 125 read in conjunction with section 23, the legal entities involved in the division are liable as joint and several debtors. In the case of partial divisions and of divisions by separation, the equivalent rights in the legal entity being acquired may also be conferred in the sense of section 125 read in conjunction with section 23.
(3) Those of the legal entities to whom the liabilities pursuant to subsection (1) sentence 1 were not allotted in the division and takeover agreement will be liable for these obligations if they are due before five years have lapsed after the division and, on their basis, claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code have been established against them, or if a court enforcement action or an enforcement action by the authorities has been taken or applied for; where public-law liabilities are concerned, it will suffice for an administrative decision to be issued. The liability of the legal entities designated in sentence 1 is limited to the value of the net assets allotted to them on the date on which the decision taken effect. As regards any benefit obligations that were created based on the Company Pension Act (Betriebsrentengesetz – BetrAVG) prior to the division having taken effect, the time limit set out in sentence 1 amounts to ten years.
(4) The time limit commences running on the day on which notice of the entry of the division in the register maintained at the seat of the legal entity being acquired has been given by publication in accordance with section 125 read in conjunction with section 19 (3). Sections 204, 206, 210, 211, and section 212 (2) and (3) of the Civil Code applying to prescription are to be applied accordingly.
(5) The establishment of claims of the type designated in section 197 (1) nos. 3 to 5 of the Civil Code will not be required should the legal entities designated in subsection (3) have acknowledged the claim in writing.
(6) The claims pursuant to subsection (2) become statute-barred after five years. Subsection (4) sentence 1 applies accordingly as regards the commencement of the prescription period.