Transitional provision on the Act Transposing into National Law the Directive on Conversions and Amending Further Acts (Gesetz zur Umsetzung der Umwandlungsrichtlinie und zur Änderung weiterer Gesetze)

(1) A merger, a division or a change of legal form may be implemented by the legal entities involved in keeping with the stipulations of Books 2, 3 and 5 in the version applicable in each case prior to 1 March 2023 if

1.  the merger agreement or the division and takeover agreement was concluded prior to 1 March 2023, the draft terms of the merger or the draft terms of the division were drawn up prior to 1 March 2023, or the resolution as to the change of legal form was adopted as a transformation resolution prior to 1 March 2023 and

2.  the application for entry in the register of the transformation is filed by 31 December 2023.

(2) Section 14 (2), section 15 (1) and section 312 in the version applicable from 1 March 2023 are to be applied for the first time to transformations regarding which the consenting resolution was adopted by the holders of shares after 28 February 2023. Section 307 (2) no. 14, sections 314 and 316 (2) in the version applicable from 1 March 2023 are to be applied for the first time to cross-border mergers regarding which the draft terms of merger were published after 28 February 2023.