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Part 2 · Special provisions  ›  Division 2 · Change of the legal form by share capital companies › Section 252

Resolution adopted by the assembly of the holders of shares

(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 by-laws of the cooperative society stipulate an obligation of the members to provide additional funding; those holders of shares who did not appear likewise must consent to this resolution.

(2) Where the members are not to be obligated to provide additional funding, 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 at least three quarters of the capital stock of a stock corporation or of a public partly limited partnership represented at the time the resolution is adopted; 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.

(3) Section 240 (3) is to be applied accordingly to the change of legal form by a public partly limited partnership.

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