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Part 1 · General provisions  ›  Division 2 · Merger by absorption › Section 20

Effects of the entry in the register

(1) The entry of the merger in the register maintained at the seat of the acquiring legal entity will have the following effects:

1.  the assets of the legal entity being acquired including its liabilities devolve to the acquiring legal entity;

2.  the legal entities being acquired cease to exist. This does not require any separate cancellation to be made;

3.  the holders of shares in the legal entities being acquired become holders of shares in the acquiring legal entity; this does not apply insofar as the acquiring legal entity or a third party acting in its own name, but for the account of this legal entity, owns shares in the legal entity being acquired or insofar as the legal entity being acquired holds treasury shares or insofar as a third party acting in its own name, but for the account of said legal entity, owns shares in that legal entity. Rights of third parties to the shares in the legal entity being acquired, or to memberships in same, continue in existence, then having as their object the shares in the acquiring legal entity, or the memberships in same, instead of the shares in the legal entity being acquired, or the memberships in same.

4.  It remedies the circumstances that the merger agreement has not been recorded by a notary and, as the case may be, that no declarations of consent or declarations of waiver have been made by individual holders of shares.

(2) Defects of the merger will not have repercussions on the effects of its entry in the register pursuant to subsection (1).

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