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Part 2 · Special provisions  ›  Division 3 · Change of the legal form of registered cooperative societies › Section 264

Capital protection

(1) The nominal amount of a limited liability company’s nominal capital, or of the capital stock of a stock corporation or that of a public partly limited partnership, may not exceed the assets of the cooperative society changing its legal form that remain after the deduction of its debts.

(2) Where the legal form is changed to that of a limited liability company, the members of the cooperative society changing its legal form will not be obligated to submit a report on company formation on the basis of contributions in kind.

(3) In the event of the legal form being changed to that of a stock corporation, or that of a public partly limited partnership, the formation is to be audited in any case, with the audit being performed by one or several auditors (section 33 (2) of the Stock Corporation Act). However, the members of the cooperative society changing its legal form will not be under obligation to submit a formation report; section 32, section 35 (1) and (2) and section 46 of the Stock Corporation Act are not to be applied. The time limit of two years determined for post-formation agreements in section 52 (1) of the Stock Corporation Act commences running on the date on which the change of legal form takes effect.

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