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Part 2 · Special provisions  ›  Division 2 · Change of the legal form by share capital companies › Section 245

Legal status as a founder; capital protection

(1) Where a limited liability company changes its legal form to that of a stock corporation or of a public partly limited partnership, those shareholders who have voted for the change of legal form take the stead of the founders wherever the company formation rules of the Stock Corporation Act are applied; where a limited liability company changes its legal form to that of a public partly limited partnership, this will also apply to any general partners acceding to same. Section 220 is to be applied accordingly. Section 52 of the Stock Corporation Act is not to be applied if the limited liability company already has been entered in the register for more than two years prior to the change of legal form taking effect.

(2) Where a stock corporation changes its legal form to that of a public partly limited partnership, the general partners of the company in its new legal form take the stead of the founders wherever the company formation rules of the Stock Corporation Act are applied. Section 220 is to be applied accordingly. Section 52 of the Stock Corporation Act is not to be applied.

(3) Where a public partly limited partnership changes its legal form to that of a stock corporation, the general partners of the company changing its legal form take the stead of the founders wherever the company formation rules of the Stock Corporation Act are applied. Section 220 is to be applied accordingly. Section 52 of the Stock Corporation Act is not to be applied.

(4) Where a stock corporation or a public partly limited partnership changes its legal form to that of a limited liability company, a report on company formation on the basis of contributions in kind is not required.

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