Stock Corporation Act (German law)

Last Updated on May 29, 2021 by LawEuro

Full citation: Stock Corporation Act of 6 September 1965 (Federal Law Gazette I, p. 1089), as last amended by Article 9 of the Act of 17 July 2017 (Federal Law Gazette I p. 2446)

Book 1
Stock corporation
Part 1
General regulations

Section 1 Nature of the stock corporation
Section 2 Number of founders
Section 3 Merchant status conferred by law. Stock exchange listing
Section 4 Business name
Section 5 Seat
Section 6 Share capital
Section 7v Minimum nominal amount of the share capital
Section 8 Form and minimum values of shares of stock
Section 9 Issue price of the shares of stock
Section 10 Shares of stock and temporary share certificates
Section 11 Shares of particular classes of stock
Section 12 Voting right. No multiple voting rights
Section 13 Signature on share certificates
Section 14 Jurisdiction
Section 15 Affiliated enterprises
Section 16 Enterprises in which a majority ownership interest is held and enterprises holding a majority of the ownership interest
Section 17 Controlled and controlling enterprises
Section 18 Group of enterprises and group member companies
Section 19 Cross-shareholding enterprises
Section 20 Notification obligations
Section 21 Notification obligations of the company
Section 22 Proof of ownership interest regarding which a notification has been issued

Part 2
Formation of the company

Section 23 Establishment of the by-laws
Section 24 (repealed)
Section 25 Publications of the company by notice
Section 26 Special benefits. Formation expenses
Section 27 Contributions in kind, acquisitions of assets; repayment of contributions
Section 28 Founders
Section 29 Constitution of the company
Section 30 Appointment of the supervisory board, of the management board, and of the auditor of the annual accounts
Section 31 Appointment of the supervisory board where the company is formed on the basis of contributions in kind
Section 32 Formation report
Section 33 Audit of the formation. General provisions
Section 33 aFormation of the company on the basis of contributions in kind without the formation being subjected to an external audit
Section 34 Scope of the formation audit
Section 35 Differences of opinion between founders and formation auditors. Remuneration and expenditures of the formation auditors
Section 36 Application for entry of the company in the register
Section 36a Payment or rendering of contributions
Section 37 Content of the application for entry in the register
Section 37a Application for entry in the register in the case of the company being formed on the basis of contributions in kind without the formation being subjected to an external audit
Section 38 Court review
Section 39 Content of the entry in the register
Section 40 (repealed)
Section 41 Actions taken in the name of the company prior to its entry in the register. Prohibited issuance of shares of stock
Section 42 Single-member company
Sections 43 and 44(repealed)
Section 45 Relocation of the seat
Section 46 Liability and responsibilities of the founders
Section 47 Liability and responsibilities of other persons besides the founders
Section 48 Liability and responsibilities of the management board and of the supervisory board
Section 49 Liability and responsibilities of the formation auditors
Section 50 Waiver and compromise
Section 51 Prescription of the claims to compensation
Section 52 Post-formation agreements
Section 53 Claims to compensation in the context of post-formation agreements

Part 3
Legal relationships of the company and of the shareholders

Section 53a Equal treatment of stockholders
Section 54 Principal duty of stockholders
Section 55 Incidental duties of the stockholders
Section 56 No subscription of a company’s own shares of stock. Acquisition of shares of stock for the account of the company or by a controlled enterprise or an enterprise in which a majority ownership interest is held
Section 57 No restitution of the contributions, no interest accruing to same
Section 58 Appropriation of the surplus for the year
Section 59 Interim payment towards the net income
Section 60 Distribution of profits
Section 61 Remuneration of collateral performance
Section 62 Liability of stockholders in case of the receipt of prohibited performance
Section 63 Consequences of late payment of contributions
Section 64 Expulsion of defaulting stockholders
Section 65 Payment obligation of preceding endorsers
Section 66 No relief of the stockholders from their obligations to perform
Section 67 Entry in the share register
Section 68 Transfer of registered shares of stock. Restrictions on transferability
Section 69 Joint holding of a share of stock
Section 70 Calculation of the period of possession of the share of stock
Section 71 Purchase of treasury shares of stock
Section 71a Transactions serving purposes of circumvention
Section 71b Rights attaching to treasury shares of stock
Section 71c Disposal of treasury shares of stock and redemption of same
Section 71d Purchase of treasury shares of stock by third parties
Section 71e Accepting treasury shares of stock in pledge
Section 72 Invalidation of shares of stock by way of judicial public notice
Section 73 Invalidation of share certificates by the company
Section 74 New certificates replacing damaged or defaced share certificates or temporary share certificates
Section 75 New profit participation certificates

Part 4
Constitution of the stock corporation
Chapter 1
Management board

Section 76 Management of the stock corporation
Section 77 Management
Section 78 Representation
Section 79 (repealed)
Section 80 Particulars shown on business letters
Section 81 Modifications to the composition of the management board and changes to the power of representation of its members
Section 82 Restrictions on the power to represent the company and to manage its affairs
Section 83 Preparations for and implementation of resolutions adopted by the general meeting
Section 84 Appointment of members of the management board and removal from office
Section 85 Appointment by the court
Section 86 (repealed)
Section 87 Principles applying to the emoluments of the members of the management board
Section 88 Prohibition of competition
Section 89 Loans granted to members of the management board
Section 90 Reports to the supervisory board
Section 91 Organisation; accounting
Section 92 Obligations of the management board in the case of loss, over-indebtedness, or inability to pay debts as they fall due
Section 93 Duty of the members of the management board to exercise skill and care, liability and responsibilities
Section 94 Deputy members of the management board

Chapter 2
Supervisory board

Chapter 3
Exploitation of influence over the company

Section 117 Obligation to provide compensation for damages

Chapter 4
General meeting
Subchapter 1
Rights of the general meeting

Section 118 General provisions
Section 119 Rights of the general meeting
Section 120 Approval of actions and granting of discharge; vote on the remuneration system

Subchapter 2
Convening the general meeting

Section 121 General provisions
Section 122 Convening the general meeting upon a corresponding demand being made by a minority
Section 123 Period, registration for the general meeting, proof
Section 124 Notice by publication of demands for amendment; guidance regarding resolutions
Section 124a Publications on the company’s website
Section 125 Notifications for the stockholders and to members of the supervisory board
Section 126 Motions by stockholders
Section 127 Nominations by stockholders
Section 127a Stockholders’ forum
Section 128 Transmission of the notifications

Subchapter 3
Minutes of the deliberations. Right to demand information

Section 129 Rules of procedure, list of attendees
Section 130 Minutes
Section 131 Stockholder’s right to request information
Section 132 Court decision regarding the right to request information

Subchapter 4
Voting right

Section 133 Principle of the simple majority of the votes cast
Section 134 Voting right
Section 135 Exercise of the voting right by credit institutions and commercial proxy services
Section 136 Suspension of the voting right
Section 137 Votes on nominations by stockholders

Subchapter 5
Separate resolution

Section 138 Separate meeting. Separate vote

Subchapter 6
Preferential stock without voting rights

Section 139 Nature
Section 140 Rights of holders of preferential stock
Section 141 Cancellation or limitation of the preferential right to profits

Subchapter 7
Special audit. Assertion of claims to compensation

Section 142 Appointment of special auditors
Section 143 Selection of special auditors
Section 144 Liability and responsibilities of the special auditor
Section 145 Rights of the special auditors. Audit report
Section 146 Costs
Section 147 Assertion of claims to compensation
Section 148 Proceedings for leave to bring an action
Section 149 Notices published regarding a liability action

Part 5
Accounting. Appropriation of profits
Chapter 1
Annual accounts and management report

Section 150 Statutory reserves. Capital reserves
Section 150a (repealed)
Section 151 (repealed)
Section 152 Regulations governing the balance sheet
Sections 153 to 157(repealed)
Section 158 Regulations governing the income statement
Section 159 (repealed)
Section 160 Regulations governing the notes
Section 161 Declaration pursuant to the Corporate Governance Code

Chapter 2
Audit of the annual accounts
Subchapter 1
Audit by auditors of the annual accounts

Sections 162 to 169 (repealed)

Subchapter 2
Audit by the supervisory board

Section 170Submission to the supervisory board
Section 171Audit by the supervisory board

Chapter 3
Approval and establishment of the annual accounts. Appropriation of profits
Subchapter 1
Approval and establishment of the annual accounts

Section 172 Approval and establishment by the management board and the supervisory board
Section 173 Approval and establishment by the general meeting

Subchapter 2
Appropriation of profits

Section 174

Subchapter 3
Ordinary annual general meeting

Section 175 Convening the annual general meeting
Section 176 Documents submitted. Presence of the auditor of the annual accounts

Chapter 4
Publication by notice of the annual accounts

Section 177 (repealed)
Section 178 (repealed)

Part 6
Amendment of the by-laws. Measures serving the procurement of capital and the reduction of capital
Chapter 1
Amendment of the by-laws

Section 179 Resolution adopted by the general meeting
Section 179a Duty to transfer the entire assets of the company
Section 180 Consent of the stockholders affected
Section 181 Entry in the register of the amendment of the by-laws

Chapter 2
Measures serving the procurement of capital
Subchapter 1
Capital increase in return for contributions

Section 182 Pre-requisites
Section 183 Capital increase based on contributions in kind; repayment of contributions
Section 183a Capital increase based on contributions in kind not subjected to an audit
Section 184 Application for entry in the register of the resolution
Section 185 Subscription of the new shares of stock
Section 186 Pre-emptive right for newly issued shares of stock
Section 187 Commitment to grant rights to subscribe to new shares of stock
Section 188 Application for entry in the register and entry of the implementation
Section 189 Entry into force of the capital increase
Section 190 (repealed)
Section 191 Prohibited issuance of shares of stock and temporary share certificates

Subchapter 2
Conditional capital increase

Section 192 Pre-requisites
Section 193 Requirements to be met by the resolution
Section 194 Conditional capital increase based on contributions in kind; repayment of contributions
Section 195 Application for entry in the register of the resolution
Section 196 (repealed)
Section 197 Prohibited issuance of shares of stock
Section 198 Declaration as to the exercise of the subscription right
Section 199 Issuance of the shares of a new issue
Section 200 Entry into force of the conditional capital increase
Section 201 Application for entry in the register of the issuance of shares of a new issue

Subchapter 3
Authorised capital

Section 202 Pre-requisites
Section 203 Issuance of the new shares of stock
Section 204 Terms governing the issuance of the shares of stock
Section 205 Issuance in return for contributions in kind; repayment of contributions
Section 206 Contracts as to contributions in kind prior to the company being entered in the Commercial Register

Subchapter 4
Capital increase using company funds

Section 207 Pre-requisites
Section 208 Convertibility of capital reserves and retained income
Section 209 Balance sheet serving as the basis
Section 210 Application for entry in the register, and entry in same, of the resolution
Section 211 Entry into force of the capital increase
Section 212 Beneficiaries of the capital increase
Section 213 Fractional shares of stock
Section 214 Calls made on the stockholders
Section 215 Treasury shares of stock. Partly paid shares of stock
Section 216 Protection of the rights of the stockholders and of third parties
Section 217 Commencement of the participation in the profits
Section 218 Contingent capital
Section 219 Prohibited issuance of shares of stock and temporary share certificates
Section 220 Carrying values

Subchapter 5
Convertible bonds. Income bonds

Section 221

Chapter 3
Measures serving the reduction of capital
Subchapter 1
Ordinary capital reduction

Section 222 Pre-requisites
Section 223 Application for entry in the register of the resolution
Section 224 Entry into force of the capital reduction
Section 225 Protection of creditors
Section 226 Invalidation of shares of stock
Section 227 Application for entry in the register of the implementation
Section 228 Reduction below the minimum nominal amount

Subchapter 2
Simplified capital reduction

Section 229 Pre-requisites
Section 230 Prohibition of payments to the stockholders
Section 231 Limited allocation to the capital reserves and to the statutory reserves
Section 232 Allocation of amounts to the capital reserves in the case of losses having been overestimated
Section 233 Distribution of profits. Protection of creditors
Section 234 Retroactive effect of the capital reduction
Section 235 Retroactive effect of a concurrent capital increase
Section 236 Disclosure

Subchapter 3
Capital reduction by redeeming shares of stock. Exception for no-par-value shares

Section 237 Pre-requisites
Section 238 Entry into force of the capital reduction
Section 239 Application for entry in the register of the implementation

Subchapter 4
Reporting the capital reduction

Section 240

Part 7
Nullity of resolutions adopted by the general meeting and of the annual accounts as approved and established. Special audit for impermissible understatement
Chapter 1
Nullity of resolutions adopted by the general meeting
Subchapter 1
General provisions

Section 241 Grounds for nullity
Section 242 Remedy of nullity
Section 243 Grounds for avoidance
Section 244 Confirmation of voidable resolutions adopted by the general meeting
Section 245 Authority to bring an action for avoidance
Section 246 Action for avoidance
Section 246a Proceedings for the release for entry in the register
Section 247 Value of the matter in dispute
Section 248 Effects of the judgment
Section 248a Notices by publication regarding the action for avoidance
Section 249 Action for annulment

Subchapter 2
Nullity of certain resolutions adopted by the general meeting

Section 250 Nullity of the election of members of the supervisory board
Section 251 Action to set aside the election of members of the supervisory board
Section 252 Effects of the judgment
Section 253 Nullity of the resolution as to the appropriation of the net income
Section 254 Action for avoidance of the resolution as to the appropriation of the net income
Section 255 Action for avoidance of the capital increase in return for contributions

Chapter 2
Nullity of the annual accounts as approved and established

Section 256 Nullity
Section 257 Action for avoidance of the approval of the annual accounts by the general meeting

Chapter 3
Special audit for impermissible understatement

Section 258 Appointment of special auditors
Section 259 Audit report. Conclusive determinations
Section 260 Court decision as to the conclusive determinations by the special auditors
Section 261 Decision as to the revenue by reason of a higher valuation
Section 261a Notifications to be made to the Federal Financial Supervisory Authority (BAFin)

Part 8
Dissolution and declaration of the company’s nullity
Chapter 1
Dissolution
Subchapter 1
Reasons for dissolving the company and application for entry in the register

Section 262 Reasons for dissolving the company
Section 263 Application for entry in the register, and entry in same, of the dissolution

Subchapter 2
Winding up

Section 264 Need to wind up
Section 265 Liquidators
Section 266 Application for entry in the register of liquidators
Section 267 Notice to the company’s creditors
Section 268 Duties of the liquidators
Section 269 Representation by the liquidators
Section 270 Opening balance sheet. Annual accounts and management report
Section 271 Distribution of the assets
Section 272 Protection of creditors
Section 273 Completion of the winding up
Section 274 Continuation of a dissolved company

Chapter 2
Declaration of nullity of the company

Section 275 Action for declaration of nullity
Section 276 Remediation of deficiencies
Section 277 Effect of the entry in the register of nullity

Book 2
Public partly limited partnership

Section 278 Nature of the public partly limited partnership
Section 279 Business name
Section 280 Establishment of the by-laws. Founders
Section 281 Content of the by-laws
Section 282 Entry in the register of the general partners
Section 283 General partners
Section 284 Prohibition of competition
Section 285 General meeting
Section 286 Annual accounts. Management report
Section 287 Supervisory board
Section 288 Withdrawals by general partners. Granting of loans
Section 289 Dissolution
Section 290 Winding up

Book 3
Affiliated enterprises
Part 1
Inter-company agreements
Chapter 1
Types of inter-company agreements

Section 291 Control agreement. Profit and loss absorption agreement
Section 292 Other inter-company agreements

Chapter 2
Conclusion, amendment, and termination of inter-company agreements

Section 293 Consent of the general meeting
Section 293a Report on the inter-company agreement
Section 293b Audit of the inter-company agreement
Section 293c Appointment of the contract auditors
Section 293d Selection, position, as well as liability and responsibilities of the contract auditors
Section 293e Audit report
Section 293f Preparations for the general meeting
Section 293g Conduct of the general meeting
Section 294 Entry in the register. Entry into force
Section 295 Amendment
Section 296 Rescission
Section 297 Termination
Section 298 Application for entry in the register and entry
Section 299 Prohibition of instructions

Chapter 3
Securitisation of the company and the creditors

Section 300 Statutory reserves
Section 301 Maximum amount of the profit transfer
Section 302 Absorption of losses
Section 303 Protection of creditors

Chapter 4
Securitisation of the external stockholders in the case of control agreements and profit and loss absorption agreements

Section 304 Appropriate compensation
Section 305 Settlement payment
Section 306 (repealed)
Section 307 Termination of the agreement in order to provide security to external stockholders

Part 2
Power of direction as well as liability and responsibilities in the case of controlled enterprises
Chapter 1
Power of direction as well as liability and responsibilities in the case of a control agreement

Section 308 Power of direction
Section 309 Liability and responsibilities of the legal representatives of the controlling enterprise
Section 310 Liability and responsibilities of the officers of the company

Chapter 2
Liability and responsibilities in the case of no control agreement existing

Section 311 Limitations restricting the exertion of influence
Section 312 Report by the management board on the relations with affiliated enterprises
Section 313 Audit by the auditor of the annual accounts
Section 314 Audit by the supervisory board
Section 315 Special audits
Section 316 No report on relations with affiliated enterprises where a profit and loss absorption agreement has been concluded
Section 317 Liability and responsibilities of the controlling enterprise and its legal representatives
Section 318 Liability and responsibilities of the officers of the company

Part 3
Integrated companies

Section 319 Integration
Section 320 Integration by a resolution of the majority
Section 320a Effects of the integration
Section 320b Settlement payment to former stockholders
Section 321 Protection of creditors
Section 322 Liability of the principal company
Section 323 Power of direction of the principal company as well as liability and responsibilities of the members of the management board
Section 324 Statutory reserves. Profit transfer. Loss absorption
Section 325 (repealed)
Section 326 Right of the stockholders of the principal company to request information
Section 327 End of the integration

Part 4
Expulsion of minority stockholders

Section 327a Transfer of shares of stock in return for cash settlement
Section 327b Cash settlement
Section 327c Preparations for the general meeting
Section 327d Conduct of the general meeting
Section 327e Entry in the register of the resolution as to the transfer
Section 327f Court review of the settlement payment

Part 5
Cross-shareholding enterprises

Section 328 Limitation of rights

Part 6
Group accounting

Sections 329 to 336(repealed)
Section 337 (repealed)
Section 338 (repealed)

Book 4
Specific provisions, penal provisions, and final provisions
Part 1
Specific provisions applying to cases in which local authorities hold an ownership interest

Section 394R eports from members of the supervisory board
Section 395Ob ligation of secrecy

Part 2
Dissolution by the court

Section 396 Pre-requisites
Section 397 Orders issued in the case of dissolution
Section 398 Entry in the register

Part 3
Provisions regarding punitive fines and administrative fines. Final provisions

Section 399 False information
Section 400 False representation of facts
Section 401 Dereliction of duties in the cases of loss, over-indebtedness, or inability to pay debts as they fall due
Section 402 False issuance of proof of entitlement
Section 403 Violation of reporting obligations
Section 404 Violation of the obligation to maintain confidentiality
Section 404a Violation of the obligations entailed by the auditing of accounts
Section 405 Administrative offences
Section 406 (repealed)
Section 407 Coercive penalty payments
Section 407a Notifications to the auditing oversight body
Section 408 Liability to punishment of general partners of a public partly limited partnership
Section 409 Application in Berlin
Section 410 Entry into force

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