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UmwG (EN) 🇩🇪

UmwG-EN · 376 sections

Book 1
Eligibility for transformation▸

Section 1Types of transformation; statutory restrictions

Division 1 · Eligibility for a merger

Section 2Types of mergers Section 3Legal entities eligible for merger

Division 2 · Merger by absorption

Section 4Merger agreement Section 5Substance of the merger agreement Section 6Form of the merger agreement Section 7Termination of the merger agreement Section 8Merger report Section 9Audit of the merger Section 10Appointment of the merger auditors Section 11Position and responsibilities of the merger auditors Section 12Audit report Section 13Resolutions adopted as to the merger agreement Section 14Time limit for bringing actions against the merger resolution; actions that are not an available remedy against the merger resolution Section 15Improvement of the exchange ratio Section 16Application for entry of the merger in the register Section 17Annexes to the application for entry in the register Section 18Firm name or name of the acquiring legal entity Section 19Entry in the register of the merger and notice by publication of same Section 20Effects of the entry in the register Section 21Effect on contracts imposing reciprocal obligations Section 22Protection of creditors Section 23Protection of holders of special privileges Section 24Valuation procedures used by the acquiring legal entity Section 25Obligation of the administrative bodies of the legal entities being acquired to provide compensation for damages Section 26Assertion of the claim to compensation of damages Section 27Obligation of the administrative bodies of the acquiring legal entity to provide compensation of damages Section 28Ineffectiveness of the merger resolution adopted by a legal entity being acquired Section 29Offer of compensation in the merger agreement Section 30Substance of the claim to cash settlement and review of the cash settlement Section 31Acceptance of the offer Section 32Actions that are not an available remedy against the merger resolution Section 33Disposal in other ways Section 34Court review of the compensation Section 35Designation of unknown stockholders; suspension of voting right Section 35aReconciliation of interests; transfer of a business

Division 3 · Merger by new formation

Section 36Applicable provisions Section 37Substance of the merger agreement Section 38Application for entry in the register of the merger and of the new legal entity

Part 2
Special provisions▸

Division 1 · Merger involving partnerships

Section 39Ineligibility for merger Section 39aMerger report Section 39bInformation provided to the shareholders Section 39cResolution adopted by the meeting of shareholders Section 39dObjection against the resolution adopted by the meeting of shareholders Section 39eAudit of the merger Section 39fLimitation in time of the liability of general partners Section 40Substance of the merger agreement Section 41Objection against the resolution adopted by the meeting of shareholders Section 42Provisions to be applied accordingly Section 43Section 43 Section 44Section 44 Section 45(repealed) Section 45aEligibility for a merger Section 45bSubstance of the merger agreement Section 45cMerger report and information provided to the partners Section 45dResolution adopted by the meeting of shareholders Section 45eApplicable provisions

Division 2 · Merger involving limited liability companies

Section 46Substance of the merger agreement Section 47Information provided to the shareholders Section 48Audit of the merger Section 49Preparations for the meeting of shareholders Section 50Resolution adopted by the meeting of shareholders Section 51Requirements of consent in special circumstances Section 52Application for entry in the register of the merger Section 53Entry in the register in the event of an increase of the nominal capital Section 54Merger without an increase of capital Section 55Merger with an increase of capital Section 56Applicable provisions Section 57Substance of the articles of association Section 58Report on company formation on the basis of contributions in kind Section 59Merger resolutions

Division 3 · Merger involving stock corporations

Section 60Audit of the merger; appointment of the merger auditors Section 61Publication of the merger agreement Section 62Group mergers Section 63Preparations for the general meeting Section 64Conduct of the general meeting Section 65Resolution by the general meeting Section 66Entry in the register in the event of an increase of the capital stock Section 67Application of the rules concerning post-formation agreements Section 68Merger without an increase of capital Section 69Merger with capital increase Section 70Assertion of a claim to compensation of damages Section 71Appointment of a trustee Section 72Exchange of stock Section 72aAllotment of additional shares of stock Section 72bIncrease of the capital for purposes of allotting additional shares of stock Section 73Applicable provisions Section 74Substance of the by-laws Section 75Formation report and audit of the formation Section 76Merger resolutions Section 77Section 77

Division 4 · Merger involving public partly limited partnerships

Section 78Applicable provisions

Division 5 · Merger involving registered cooperative societies

Section 79Eligibility for a merger Section 80Substance of the merger agreement in the case of absorption by a cooperative society Section 81Expert report of the confederation responsible for auditing cooperative societies Section 82Preparations for the general assembly Section 83Conduct of the general assembly Section 84Resolution adopted by the general assembly Section 85Improvement of the exchange ratio Section 86Annexes to the application for entry in the register Section 87Exchange of shares Section 88Amounts of the members’ capital contributions where share capital companies or associations having legal capacity are absorbed Section 89Entry in the list of members of the cooperative society’s members; notification Section 90Rejection of shares or memberships by individual holders of shares Section 91Formal requirements and deadlines applying to the rejection Section 92Entry of the rejection in the list of members Section 93Distribution of assets Section 94Disbursement of the credit balance resulting from the distribution of assets Section 95Continuance of the obligation to provide additional funding Section 96Applicable provisions Section 97Obligations of the representative bodies of the legal entity being acquired Section 98Merger resolutions

Division 6 · Merger involving associations having legal capacity

Section 99Eligibility for a merger Section 100Audit of the merger Section 101Preparations for the meeting of members Section 102Conduct of the meeting of members Section 103Resolution adopted by the meeting of members Section 104Notice by publication of the merger Section 104aIneligibility for cash settlement in certain cases

Division 7 · Merger of confederations responsible for auditing cooperative societies

Section 105Eligibility for a merger Section 106Preparations for the meeting of members, conduct of same, and adoption of resolutions by same Section 107Obligations of the management boards Section 108Resignation by members of the confederation being acquired

Division 8 · Merger of mutual insurance companies

Section 109Legal entities eligible for merger Section 110Substance of the merger agreement Section 111Notice by publication of the merger agreement Section 112Preparations for the assembly of the most senior representative committee, conduct of same, and adoption of resolutions by same Section 113No court review Section 114Applicable provisions Section 115Appointment of the representative bodies of the mutual insurance companies Section 116Resolutions adopted by the most senior representative committees Section 117Inception of the new mutual insurance company; notice by publication Section 118Applicable provisions Section 119Notice by publication of the merger

Division 9 · Merger of share capital companies with the assets of a sole shareholder

Section 120Eligibility for a merger Section 121Applicable provisions Section 122Entry in the Commercial Register

Part 1
General provisions▸

Division 1 · Eligibility for division

Section 123Types of divisions Section 124Legal entities eligible for division Section 125Applicable provisions

Division 2 · Division for purposes of absorption

Section 126Substance of the division and takeover agreement Section 127Division report Section 128Consent to the division in special circumstances Section 129Application for entry in the register of the division Section 130Entry in the register of the division Section 131Effects of the entry in the register Section 132Laws protecting against dismissal Section 132aRetention of co-determination rights Section 133Protection of creditors and of holders of special rights Section 134Protection of creditors in special cases

Division 3 · Division for purposes of new formation

Section 135Applicable provisions Section 136Draft terms of the division Section 137Application for entry in the register and entry in same of the new legal entities and of the division

Part 2
Special provisions▸

Division 1 · Division involving limited liability companies

Section 138Report on company formation on the basis of contributions in kind Section 139Reduction of the nominal capital Section 140Application for entry in the register of the partial division or the division by separation

Division 2 · Division involving stock corporations and public partly limited partnerships

Section 141Ineligibility for a division Section 142Division with capital increase; division report Section 142aObligations under section 72a Section 143Division for purposes of new formation while maintaining the ratio of ownership interests Section 144Formation report and audit of the formation Section 145Reduction of the capital stock Section 146Application for entry in the register of the partial division or the division by separation

Division 3 · Division involving registered cooperative societies

Section 147Eligibility for a division Section 148Application for entry in the register of the partial division or the division by separation

Division 4 · Division involving associations having legal personality

Section 149Eligibility for a division

Division 5 · Division with the involvement of confederations responsible for auditing cooperative societies

Section 150Eligibility for a division

Division 6 · Division involving mutual insurance companies

Section 151Eligibility for a division

Division 7 · Division by separation out of the assets of a sole trader

Section 152Acquiring legal entities or new legal entities Section 153Division report by separation Section 154Entry in the register of the division by separation Section 155Effects of the division by separation Section 156Liability of the sole trader Section 157Limitation in time of the liability for transferred liabilities Section 158Applicable provisions Section 159Report on company formation on the basis of contributions in kind, formation report, and audit of the formation Section 160Application for entry in the register and entry in the register

Division 8 · Division by separation out of the assets of foundations having legal personality

Section 161Eligibility for a division by separation Section 162Division report by separation Section 163Resolution on the agreement Section 164Approval of the division by separation Section 165Report on company formation on the basis of contributions in kind and formation report Section 166Liability of the foundation Section 167Limitation in time of the liability for transferred liabilities

Division 9 · Division by separation out of the assets of local government bodies or networks of local government bodies

Section 168Eligibility for a division by separation Section 169Division report by separation; resolution as to a division by separation Section 170Report on company formation on the basis of contributions in kind; formation report Section 171Effectiveness of the division by separation Section 172Liability of the authority or the network Section 173Limitation in time of the liability for transferred liabilities

Part 1
Eligibility for an asset transfer▸

Section 174Types of asset transfer Section 175Legal entities involved

Part 2
Transfer of the assets, or parts of the assets, of a share capital company to public bodies▸

Division 1 · Full transfer

Section 176Application of the rules governing mergers

Division 2 · Partial transfer

Section 177Application of the rules governing divisions

Part 3
Asset transfers among insurers▸

Division 1 · Transfer of the assets of a stock corporation to mutual insurance companies or to public-law insurers

Section 178Application of the rules governing mergers Section 179Application of the rules governing divisions

Division 2 · Transfer of the assets of a mutual insurance company to stock corporations or public-law insurers

Section 180Application of the rules governing mergers Section 181Provision of compensation Section 182Information provided to the members Section 183Appointment of a trustee Section 184Application of the rules governing divisions

Division 3 · Transfer of the assets of a smaller mutual insurance company to a stock corporation or to a public-law insurer

Section 185Eligibility for an asset transfer Section 186Applicable provisions Section 187Notice by publication of the asset transfer

Division 4 · Transfer of the assets of a public-law insurer to stock corporations or mutual insurance companies

Section 188Application of the rules governing mergers Section 189Application of the rules governing divisions

Part 1
General provisions▸

Section 190General scope of application Section 191Eligible legal entities Section 192Report on the change of legal form Section 193Resolution on change of legal form Section 194Substance of the resolution on change of legal form Section 195Time limit for bringing actions against the resolution on change of legal form; actions that are not an available remedy against the resolution on change of legal form Section 196Improvement of the ownership interest held Section 197Applicable company formation rules Section 198Application for entry in the register of the change of legal form Section 199Annexes to the application for entry in the register Section 200Firm name or name of the legal entity Section 201Notice by publication of the change of legal form Section 202Effects of the entry in the register Section 203Term of office the members of the supervisory board Section 204Protection of the creditors and of the holders of special rights Section 205Obligation to provide compensation for damages of the administrative bodies of the legal entity changing its legal form Section 206Assertion of the claim to compensation of damages Section 207Offer of cash settlement Section 208Substance of the claim to cash settlement and review of the cash settlement Section 209Acceptance of the offer Section 210Actions that are not an available remedy against the resolution on change of legal form Section 211Disposal in other ways Section 212Court review of the compensation Section 213Unknown stockholders

Part 2
Special provisions▸

Division 1 · Change of the legal form of partnerships

Section 214Eligibility for a change of legal form Section 215Report on the change of legal form Section 216Information provided to the shareholders Section 217Resolution adopted by the meeting of shareholders Section 218Substance of the resolution on change of legal form Section 219Legal status as a founder Section 220Capital protection Section 221Accession of general partners Section 222Application for entry in the register of the change of legal form Section 223Annexes to the application for entry in the register Section 224Continuance and limitation in time of personal liability Section 225Review of the offer of compensation Section 225aEligibility for a change of legal form Section 225bReport on the change of legal form and information provided to the partners Section 225cApplicable provisions

Division 2 · Change of the legal form by share capital companies

Section 226Eligibility for a change of legal form Section 227Provisions having no application Section 228Eligibility for a change of legal form Section 229Section 229 Section 230Preparations for the assembly of the holders of shares Section 231Notice of the offer of compensation Section 232Conduct of the assembly of the holders of shares Section 233Resolution adopted by the assembly of the holders of shares Section 234Substance of the resolution on change of legal form Section 235Application for entry in the register of the change of legal form Section 236Effects of the change of legal form Section 237Continuance and limitation in time of personal liability Section 238Preparations for the assembly of the holders of shares Section 239Conduct of the assembly of the holders of shares Section 240Resolution adopted by the assembly of the holders of shares Section 241Consents required for the change of legal form by a limited liability company Section 242Consent required for the change of legal form by a stock corporation or by a public partly limited partnership Section 243Substance of the resolution on change of legal form Section 244Record of the resolution on change of legal form; articles of association Section 245Legal status as a founder; capital protection Section 246Application for entry in the register of the change of legal form Section 247Effects of the change of legal form Section 248Exchange of the shares Section 248aAllocation of additional shares Section 249Protection of creditors Section 250Provisions having no application Section 251Preparations for and conduct of the assembly of the holders of shares Section 252Resolution adopted by the assembly of the holders of shares Section 253Substance of the resolution on change of legal form Section 254Application for entry in the register of the change of legal form Section 255Effects of the change of legal form Section 256Amounts of the members’ capital contributions; notification of members Section 257Protection of creditors

Division 3 · Change of the legal form of registered cooperative societies

Section 258Eligibility for a change of legal form Section 259Expert report of the confederation responsible for auditing cooperative societies Section 260Preparations for the general assembly Section 261Conduct of the general assembly Section 262Resolution adopted by the general assembly Section 263Substance of the resolution on change of legal form Section 264Capital protection Section 265Application for entry in the register of the change of legal form Section 266Effects of the change of legal form Section 267Notification of the holders of shares Section 268Instructions to stockholders; disposal of stock Section 269Resolutions adopted by the general meeting; authorised capital Section 270Offer of compensation Section 271Continuance of the obligation to provide additional funding

Division 4 · Change of legal form by associations having legal personality

Section 272Eligibility for a change of legal form Section 273Eligibility for a change of legal form Section 274Preparations for and conduct of the meeting of members Section 275Resolution adopted by the meeting of members Section 276Substance of the resolution on change of legal form Section 277Capital protection Section 278Application for entry in the register of the change of legal form Section 279Section 279 Section 280Effects of the change of legal form Section 281Notification of the holders of shares, disposal of shares of stock, resolutions adopted by the general meeting Section 282Offer of compensation Section 283Preparations for and conduct of the meeting of members Section 284Resolution adopted by the meeting of members Section 285Substance of the resolution on change of legal form Section 286Application for entry in the register of the change of legal form Section 287Section 287 Section 288Effects of the change of legal form Section 289Amounts of capital contributions; notification of the members Section 290Offer of compensation

Division 5 · Change of the legal form of mutual insurance companies

Section 291Eligibility for a change of legal form Section 292Preparations for and conduct of the assembly of the most senior representative committee Section 293Resolution adopted by the most senior representative committee Section 294Substance of the resolution on change of legal form Section 295Capital protection Section 296Application for entry in the register of the change of legal form Section 297Section 297 Section 298Effects of the change of legal form Section 299Notification of the stockholders, disposal of shares of stock, resolutions adopted by the general meeting Section 300Offer of compensation

Division 6 · Change of the legal form of corporations under public law and public-law institutions

Section 301Eligibility for a change of legal form Section 302Applicable provisions Section 303Capital protection; consents required Section 304Effectiveness of the change of legal form

Part 1
Cross-border merger▸

Section 305Cross-border merger Section 306Companies eligible for merger Section 307Draft terms of merger Section 308Publication of the draft terms of merger Section 309Report on the merger Section 310Accessibility of the merger report Section 311Audit of the merger Section 312Consent by the holders of shares Section 313Cash settlement Section 314Protection afforded to the creditors of the company being acquired Section 315Entry in the register of the cross-border merger Section 316Merger certificate Section 317Information of the court maintaining the register Section 318Entry of the cross-border merger with Germany being the country of destination Section 319Withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union

Part 2
Cross-border division▸

Section 320Cross-border division Section 321Companies eligible for division Section 322Draft terms of the division Section 323Publication of the draft terms of the divisions Section 324Division report Section 325Audit of the division Section 326Consent by the holders of shares Section 327Cash settlement Section 328Protection afforded to the creditors of the company being acquired Section 329Application for entry in the register; division certificate Section 330Entry in the register of the cross-border division with another country being the country of destination Section 331Entry in the register of the new company Section 332Division for purposes of absorption Section 333Cross-border change of legal form Section 334Companies eligible for a cross-border change of legal form Section 335Draft terms of the change of legal form Section 336Publication of the draft terms of the change of legal form Section 337Report on the change of legal form Section 338Audit of the change of legal form Section 339Consent by the holders of shares Section 340Cash settlement Section 341Protection afforded to creditors Section 342Application for entry in the register of the change of legal form Section 343Certificate as to the change of legal form Section 344Information of the court maintaining the register Section 345Entry in the register of the cross-border change of legal form with Germany being the country of destination

Book 7
Penal provisions and coercive fines▸

Section 346False representations of facts Section 347Violation of reporting obligations Section 348Incorrect information Section 349Violation of the obligation to maintain confidentiality Section 350Coercive penalty payments

Book 8
Transitional provisions and final provisions▸

Section 351Transformation of pre-existing legal persons Section 352Transformations already initiated. Changeover to the single currency Section 353Release from liability for pre-existing obligations Section 354Transitional provision on the Act Transposing into National Law the Directive on the Exercise of Certain Rights of Shareholders in Listed Companies, on the Third Act Amending the Transformation Act and on the Act to Strengthen Financial Market Integrity (Finanzmarktintegritätsstärkungsgesetz) Section 355Transitional 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)

Part 2 · Special provisions › Division 1 · Merger involving partnerships › Section 44

Section 44

(repealed)

← Previous Section 43 Section 43 Next → Section 45 (repealed)

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EU legislation sourced from the Official Journal of the European Union via EUR-Lex; German federal statutes sourced from gesetze-im-internet.de (Bundesministerium der Justiz / Bundesamt für Justiz). eucite is an independent reference index, not an official publication of either — always confirm against the official source for legal purposes.

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