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Part 1 · General provisions › Section 194

Substance of the resolution on change of legal form

(1) The resolution on change of legal form at a minimum must determine the following:

1.  the legal structure that the legal entity is to obtain by the change of its legal form;

2.  the name or the business name of the legal entity in its new legal form;

3.  an ownership interest that the owners thus far holding shares in the legal entity will have in accordance with the provisions applying to the new legal form, unless their ownership interest ceases to exist in accordance with the stipulations of the present Book;

4.  the number, type and scope of the shares or the memberships that the holders of shares are to obtain by the change of legal form or that it is intended to confer upon an acceding general partner;

5.  the rights in the legal entity that are intended to be conferred upon individual holders of shares and upon the holders of special rights such as shares without voting rights, preferred stock, multiple voting stock, debt securities and participatory rights, or the measures intended for these persons;

6.  an offer of compensation in accordance with section 207; this will not apply if the resolution on change of legal form requires the consent of all holders of shares in order to take effect, or if only one holder of shares holds an ownership interest in the legal entity changing its legal form;

7.  the implications of the change of legal form for the employees and the bodies representing them as well as the measures intended to be taken in that regard.

(2) The draft of the resolution on change of legal form is to be forwarded to the works council respectively responsible at the legal entity changing its legal form not less than one month prior to the date of the assembly of the holders of shares that is to adopt a resolution on change of legal form.

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