[eu]cite

Home› Commercial & Company Law› UmwG (EN)

Part 2 · Special provisions  ›  Division 3 · Change of the legal form of registered cooperative societies › Section 263

Substance of the resolution on change of legal form

(1) Sections 218, 243 (3) and section 244 (2) also are to be applied accordingly to the resolution on change of legal form.

(2) In establishing the number, type and scope of the shares (section 194 (1) no. 4), the resolution is to stipulate that each member obtaining the legal status of a shareholder having limited liability, or that of a stockholder, is to obtain an ownership interest in the nominal capital, or in the capital stock, of the company in its new legal form in that ratio that existed, at the end of the fiscal year last ended prior to the resolution on change of legal form being adopted, between the amount of their capital contribution and the total of the amounts of the capital contributions of all members who, by the change of legal form, have become shareholders or stockholders. The nominal amount of the capital stock is to be specified such that, wherever possible, full shares of stock are allotted to each member.

(3) The business shares in a limited liability company in general are to be quoted at a nominal amount higher than one hundred (100) euros only inasmuch as full business shares with the higher nominal amount are allotted to the members of the cooperative society changing its legal form. Shares of stock may be quoted at an amount that is higher than the minimum amount stipulated in section 8 (2) and (3) of the Stock Corporation Act only inasmuch as full shares of stock are allotted to the members at the higher amount. Where the representative body of the stock corporation or of the public partly limited partnership is authorised by the by-laws to increase the capital stock up to a determined nominal amount by issuing new stock in return for capital contributions, such authorisation may not provide for the representative body to decide on the preclusion of the pre-emptive right for newly issued shares.

←→ also move between sections