(1) Where a limited liability company, regarding the business shares of which not all capital contributions to be paid in have been so paid in in the full amount, is involved in the merger as the acquiring legal entity, the merger resolution adopted by a legal entity being acquired requires the consent of all of the holders of shares in this legal entity in attendance at the time the resolution is adopted. Where the legal entity being acquired is a partnership having legal capacity or a limited liability company, the merger resolution requires the consent also of the shareholders who did not appear. Where a limited liability company, regarding the business shares of which not all capital contributions to be paid in have been so paid in in the full amount, is absorbed by way of a merger by a limited liability company, the merger resolution requires the consent of all shareholders of the acquiring company.
(2) Where the nominal amount of the business shares is specified, pursuant to section 46 (1) sentence 2, as an amount deviating from the amount allocable to the shares of stock, each stockholder must consent to this specification who is unable to participate with their full share.