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Part 2 · Special provisions  ›  Division 2 · Change of the legal form by share capital companies › Section 241

Consents required for the change of legal form by a limited liability company

(1) Where, by the resolution on change of legal form adopted by a limited liability company changing its legal form, the shares of stock are quoted, by the by-laws of the stock corporation or of the public partly limited partnership, at an amount that is higher than the minimum amount pursuant to section 8 (2) or (3) of the Stock Corporation Act and at an amount deviating from the nominal amount of the business shares in the company changing its legal form, each shareholder must grant their consent who is unable to participate in an amount corresponding to the aggregate nominal amount of their business shares.

(2) Furthermore, section 50 (2) is to be applied accordingly to the requirement of consent being granted by individual shareholders.

(3) Where individual shareholders are subject to other obligations they must additionally fulfil vis-à-vis the company, besides paying in their capital contributions, and where these obligations cannot be upheld, due to the restrictive determination made by section 55 of the Stock Corporation Act, in the context of the change of legal form, the change of legal form will also require the consent of these shareholders.

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