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Part 2 · Special provisions  ›  Division 4 · Change of legal form by associations having legal personality › Section 275

Resolution adopted by the meeting of members

(1) If it is intended to change the purpose pursued by the legal entity (section 33 (1) sentence 2 of the Civil Code), then the resolution on change of legal form adopted by the meeting of members will require the consent of all members present; those members who did not appear likewise must consent to this resolution.

(2) In other cases, the resolution on change of legal form requires a majority of at least three quarters of the votes cast. It requires a majority of, at a minimum, nine tenths of the votes cast if, at the latest by midnight of the third day prior to the meeting of members, a minimum of 100 members, and in the case of associations having fewer than 1,000 members, of one tenth of the members, have raised an objection to the change of legal form, submitting it by registered letter. The by-laws may stipulate greater majority ratios and may impose further requirements.

(3) Section 240 (2) is to be applied accordingly to the change of legal form to that of a public partly limited partnership.

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