(1) The resolution on change of legal form adopted by the meeting of shareholders, or the general meeting, requires the consent of all shareholders or stockholders in attendance if the company changing its legal form is to obtain the legal form of a partnership under the Civil Code, or that of a general partnership or of a professional partnership; those holders of shares who did not appear likewise must consent to this resolution.
(2) Where it is intended to transform the company changing its legal form into a partly limited partnership, the resolution on change of legal form requires a majority of at least three quarters of the votes cast at the meeting of shareholders of a limited liability company, or of the capital stock represented at the time the resolution is adopted by a stock corporation or a public partly limited partnership; section 50 (2) and section 65 (2) are to be applied accordingly. The articles of association or the by-laws of the company changing its legal form may stipulate a greater majority ratio and may impose further requirements. All those shareholders or stockholders must consent to a change of the legal form who are to have the position of a general partner in the partly limited partnership.
(3) Furthermore, the general partners of a public partly limited partnership must consent to its changing its legal form. The by-laws of the company changing its legal form may stipulate, for the case that the legal form is to be changed to that of a partly limited partnership, that this resolution requires a decision to be taken by a majority of these shareholders. Each of these shareholders may declare their withdrawal from the legal entity as per the point in time at which the change of legal form takes effect.