(1) In the case of a merger by acquisition, the representative body of the acquiring company is to file an application for entry of the merger in the acquiring company’s register, and in the case of a merger by new formation, the representative bodies of the companies being acquired are to file an application for entry of the new company in the register of the seat of the acquiring company or new company. The common draft terms of merger and, if applicable, the agreement on employee co-determination rights, in the form stipulated in section 17 (1), are to be attached to the application for entry. Section 315 subsection (2), subsection (3) sentence 1 nos. 2 and 3 as well as subsection (4), section 316 (1) sentence 1, subsections (3) and (4) and section 317 sentence 1 are to be applied accordingly to the acquiring company and the review of the pre-requisites for entry in the register pertaining to it. Section 16 (2) and (3) and section 17 are not to be applied to the companies being acquired.
(2) The merger certificate transmitted via the European system of interconnection of registers is recognised as proof of the proper completion of the pre-merger procedures and formalities applying under the laws of the state by which the company being acquired is governed. If a commercial partnership as defined in section 306 (1) no. 2 is involved in the merger, then by way of supplementing the documents required under subsection (1), proof of the entry of the merger in the register of the company being acquired is to be provided. Without this merger certificate, it is not permissible for the cross-border merger to be entered in the register.
(3) The court maintaining the register reviews in particular whether
1. the pre-requisites for entry in the register pertaining to the acquiring company have been met,
2. the companies involved in the cross-border merger have consented to identically worded common draft terms of merger,
3. an agreement on employee co-determination rights has been concluded, if applicable, as well as whether,
4. in the case of a merger by new formation, the provisions governing the formation of the new company have been complied with.
(4) The court having jurisdiction at the seat of the acquiring company or of the new company is to notify of its own motion, via the European system of interconnection of registers, each register with which one of the companies being acquired is obliged to lodge its documents, of the day on which the merger takes effect. If a commercial partnership defined in section 306 (1) no. 2 is involved in the merger, the court having jurisdiction at the seat of the acquiring company is to notify each register in accordance with sentence 1, of its own motion, of the day on which the merger takes effect using some other means.