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Part 2 · Special provisions  ›  Division 1 · Change of the legal form of partnerships › Section 218

Substance of the resolution on change of legal form

(1) The resolution on change of legal form also must include the articles of association of the limited liability company or the by-laws of the cooperative society, or it must establish the by-laws of the stock corporation or of the public partly limited partnership. It is not required that the by-laws be signed by the members.

(2) The resolution on change of legal form to a public partly limited partnership must stipulate that, at a minimum, one shareholder of the company changing its legal form is to have an ownership interest in this company as a general partner or that, at a minimum, one general partner is to accede to the company.

(3) The resolution on change of legal form to that of a cooperative society must stipulate that each member is to hold a minimum of one business share. The resolution may also determine that each member of the cooperative society is to be allotted an ownership interest consisting of a minimum of one business share, and in all other cases an ownership interest consisting of as many business shares as are to be regarded as having been fully paid in when the amount of the member’s capital contribution to this cooperative society is credited.

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