Last Updated on May 29, 2021 by LawEuro
Stock Corporation Act (Laws / Regulations of Germany)
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
(1) Any amendment of the by-laws shall require a resolution to be adopted by the general meeting. The general meeting may transfer to the supervisory board the authority to make amendments that concern solely the changeable content of the by-laws.
(2) The resolution adopted by the general meeting shall require a majority of at least three quarters of the share capital represented at the time such resolution is adopted. The by-laws may stipulate a different majority ratio of capital; however, this may only be a greater majority ratio of capital should the matter involve a modification of the enterprise’s purpose. The by-laws may impose further requirements.
(3) Where the ratio of several classes of stock is to be modified to the detriment of a particular class of stock, the resolution adopted by the general meeting shall require, in order to be effective, the consent of those stockholders who will be placed at a disadvantage. The stockholders placed at a disadvantage are to adopt a separate resolution as to the consent. Subsection (2) shall apply to such separate resolution.
Section 179a
Duty to transfer the entire assets of the company
(1) A contract by which a stock corporation enters into obligation to transfer the entirety of the company’s assets, without this transfer being governed by the regulations of the Transformation Act (UmwG), shall require a resolution to be adopted by the general meeting pursuant to section 179 also in those cases in which the transfer is not connected to a modification of the enterprise’s purpose. If the by-laws make stipulations as to the majority ration, they may only stipulate that the majority ratio of capital be greater.
(2) From the time onwards at which the general meeting is convened that is to adopt a resolution as to the consent, the contract is to be kept available at the company’s business premises for inspection by the stockholders. Upon a corresponding demand being made, each stockholder is to be provided with a copy without undue delay. The duties pursuant to the first and second sentences shall not be applicable if the contract is accessible via the company’s website for the same period of time. The contract is to be made accessible at the general meeting. At the outset of the meeting, the management board is to give a presentation of the contract. It is to be attached to the minutes as an annex.
(3) Where, on the occasion of the company’s assets being transferred, the company is dissolved, an execution of the contract or a publicly certified copy of same is to be attached to the application for entry in the register of the company’s dissolution.
Section 180
Consent of the stockholders affected
(1) Any resolution imposing incidental duties on stockholders shall require the consent of all stockholders affected in order to be valid.
(2) The same shall apply to a resolution by which the transfer of registered shares of stock or temporary share certificates is bound to the consent of the company.
Section 181
Entry in the register of the amendment of the by-laws
(1) The management board is to file an application for entry in the Commercial Register of the amendment of the by-laws. The full wording of the by-laws is to be attached to the application for entry in the register; it must bear a certificate from a notary that the amended provisions of the by-laws correspond to the resolution adopted as to the amendment of the by-laws and that the unchanged provisions correspond to the full wording of the by-laws last filed with the Commercial Register.
(2) Unless the amendment concerns particulars pursuant to section 39, it shall suffice, in entering the amendment, to refer to the records and documents filed with the court.
(3) The amendment shall enter into force only once it has been entered in the Commercial Register kept at the seat of the company.
Leave a Reply