(1) A cross-border change of legal form is the change, by a company formed under the laws of a Member State of the European Union or of some other Contracting Party to the Agreement on the European Economic Area, into a legal form under the laws of another Member State of the European Union or of some other Contracting Party to the Agreement on the European Economic Area, while relocating its seat as recorded in the by-laws to this state.
(2) Unless the stipulations of the present Part lead to a different conclusion, the provisions set out below are to be applied accordingly, subject to subsections (3) and (4), to the cross-border change of legal form of a share capital company (section 3 (1) no. 2):
1. the stipulations of Part 1 as well as
2. the stipulations of Subdivisions 1 and 3 of Division 2 of Part 2.
(3) Section 245 subsection (1) sentence 3, subsection (2) sentence 3 and subsection (3) sentence 3 is not to be applied. Section 245 (4) is to be applied only if the company changing its legal form has a legal form set out in Annex I of Directive (EU) 2017/1132 relating to certain aspects of company law. In the case governed by sentence 2, section 52 of the Stock Corporation Act is to be applied with the proviso that the time at which the company changing its legal form is entered in the register competent for it takes the stead of the time at which the company in its new legal form is entered in the register.
(4) Section 195 (2) and section 196 are not to be applied.