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Part 2 · Cross-border change of legal form › Section 335

Draft terms of the change of legal form

(1) The representative body of the company undergoing a cross-border change of legal form draws up the draft terms of the change of legal form.

(2) The draft terms of the change of legal form, or their initial outline, at a minimum must provide the following information:

1.  the legal form, business name and seat of the company changing its legal form,

2.  the legal form the company is to obtain by means of the change of legal form,

3.  the business name and seat of the company in its new legal form

4.  if relevant, the act by which the company in its new legal form was formed and, if they are the subject of a separate act, the by-laws,

5.  the indicative schedule planned for the cross-border change of legal form,

6.   the ownership interest that the owners thus far holding shares in the legal entity will have in accordance with the provisions applying to the new legal form, as well as the number, type and scope of the shares that the holders of shares are to obtain by the change of legal form,

7.  the rights that the company in its new legal form confers upon the holders of shares to which special rights are attached and the holders of securities other than shares in the company, or the measures proposed concerning such persons,

8.   the security offered to creditors,

9.  any special advantages that may be granted to the members of the administrative, management, supervisory, or controlling bodies of the company,

10.  a description of the incentives or subsidies the company has received in the course of the past five years,

11.  the details of the offer of cash settlement in accordance with section 340,

12.   the likely implications of the change of legal form for the employment of the employees,

13.   as the case may be, information on the procedure by which arrangements are determined for the involvement of employees in the definition of their co-determination rights in the company in its new legal form, as well as

14.  information on the implications of the cross-border change of legal form for company pensions and accrued company pension rights.

(3) The draft terms of the change of legal form must be recorded by a notary.

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