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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

(1) In the case of a full transfer in accordance with section 175 no. 1, and unless the following provisions lead to a different conclusion, the provisions of Book 2 respectively applicable to mergers by way of absorption of such a company being acquired are to be applied accordingly to the share capital company being acquired.

(2) The information to be provided in the transfer agreement under section 5 (1) nos. 4, 5 and 7 need not be provided. The register maintained at the seat of the company being acquired takes the stead of the register maintained at the seat of the acquiring legal entity. The nature and amount of the compensation take the stead of the share exchange ratio. A claim to cash settlement takes the stead of the claim pursuant to section 23; section 29 (1), section 30 and section 34 are to be applied accordingly to said claim.

(3) Upon the asset transfer having been entered in the Commercial Register maintained at the seat of the company being acquired, that company’s assets including its liabilities will devolve to the acquiring legal entity. The company being acquired will cease to exist; this does not require any separate cancellation to be made.

(4) The involvement of the acquiring legal entity in the asset transfer is governed by the provisions applicable to it.

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