{"id":14836,"date":"2021-05-29T11:29:08","date_gmt":"2021-05-29T11:29:08","guid":{"rendered":"https:\/\/laweuro.com\/?p=14836"},"modified":"2021-05-29T15:42:58","modified_gmt":"2021-05-29T15:42:58","slug":"stock-corporation-act","status":"publish","type":"post","link":"https:\/\/laweuro.com\/?p=14836","title":{"rendered":"Stock Corporation Act (German law)"},"content":{"rendered":"

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)<\/p>\n

Book 1
\nStock corporation
\nPart 1
\nGeneral regulations<\/p>\n

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

Part 2
\nFormation of the company<\/p>\n

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\nSection 24 (repealed)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

Part 3
\nLegal relationships of the company and of the shareholders<\/p>\n

Section 53a Equal treatment of stockholders<\/a>
\nSection 54 Principal duty of stockholders<\/a>
\nSection 55 Incidental duties of the stockholders<\/a>
\nSection 56 No subscription of a company\u2019s 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<\/a>
\nSection 57 No restitution of the contributions, no interest accruing to same<\/a>
\nSection 58 Appropriation of the surplus for the year<\/a>
\nSection 59 Interim payment towards the net income<\/a>
\nSection 60 Distribution of profits<\/a>
\nSection 61 Remuneration of collateral performance<\/a>
\nSection 62 Liability of stockholders in case of the receipt of prohibited performance<\/a>
\nSection 63 Consequences of late payment of contributions<\/a>
\nSection 64 Expulsion of defaulting stockholders<\/a>
\nSection 65 Payment obligation of preceding endorsers<\/a>
\nSection 66 No relief of the stockholders from their obligations to perform<\/a>
\nSection 67 Entry in the share register<\/a>
\nSection 68 Transfer of registered shares of stock. Restrictions on transferability<\/a>
\nSection 69 Joint holding of a share of stock<\/a>
\nSection 70 Calculation of the period of possession of the share of stock<\/a>
\nSection 71 Purchase of treasury shares of stock<\/a>
\nSection 71a Transactions serving purposes of circumvention<\/a>
\nSection 71b Rights attaching to treasury shares of stock<\/a>
\nSection 71c Disposal of treasury shares of stock and redemption of same<\/a>
\nSection 71d Purchase of treasury shares of stock by third parties<\/a>
\nSection 71e Accepting treasury shares of stock in pledge<\/a>
\nSection 72 Invalidation of shares of stock by way of judicial public notice<\/a>
\nSection 73 Invalidation of share certificates by the company<\/a>
\nSection 74 New certificates replacing damaged or defaced share certificates or temporary share certificates<\/a>
\nSection 75 New profit participation certificates<\/a><\/p>\n

Part 4
\nConstitution of the stock corporation
\nChapter 1
\nManagement board<\/p>\n

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

Chapter 2
\nSupervisory board<\/p>\n

Section 95 Number of members of the supervisory board<\/a>
\nSection 96 Composition of the supervisory board<\/a>
\nSection 97 Publication by notice of the composition of the supervisory board<\/a>
\nSection 98 Court decision on the composition of the supervisory board<\/a>
\nSection 99 Procedure<\/a>
\nSection 100 Personal pre-requisites to be fulfilled by members of the supervisory board<\/a>
\nSection 101 Appointment of members to the supervisory board<\/a>
\nSection 102 Term of office of the supervisory board members<\/a>
\nSection 103 Removal from office of supervisory board members<\/a>
\nSection 104 Appointment by the court<\/a>
\nSection 105 Incompatibility of membership in the management board and in the supervisory board<\/a>
\nSection 106 Notice of modifications of the supervisory board\u2019s composition<\/a>
\nSection 107 Internal organisation of the supervisory board<\/a>
\nSection 108 Resolutions adopted by the supervisory board<\/a>
\nSection 109 Participation at meetings of the supervisory board and its committees<\/a>
\nSection 110 Convening the supervisory board<\/a>
\nSection 111 Tasks and rights of the supervisory board<\/a>
\nSection 112 Representation of the company vis-\u00e0-vis members of the management board<\/a>
\nSection 113 Remuneration of the members of the supervisory board<\/a>
\nSection 114 Contracts with members of the supervisory board<\/a>
\nSection 115 Loans granted to members of the supervisory board<\/a>
\nSection 116 Duty of the members of the supervisory board to exercise skill and care, liability and responsibilities<\/a><\/p>\n

Chapter 3
\nExploitation of influence over the company<\/p>\n

Section 117 Obligation to provide compensation for damages<\/a><\/p>\n

Chapter 4
\nGeneral meeting
\nSubchapter 1
\nRights of the general meeting<\/p>\n

Section 118 General provisions<\/a>
\nSection 119 Rights of the general meeting<\/a>
\nSection 120 Approval of actions and granting of discharge; vote on the remuneration system<\/a><\/p>\n

Subchapter 2
\nConvening the general meeting<\/p>\n

Section 121 General provisions<\/a>
\nSection 122 Convening the general meeting upon a corresponding demand being made by a minority<\/a>
\nSection 123 Period, registration for the general meeting, proof<\/a>
\nSection 124 Notice by publication of demands for amendment; guidance regarding resolutions<\/a>
\nSection 124a Publications on the company\u2019s website<\/a>
\nSection 125 Notifications for the stockholders and to members of the supervisory board<\/a>
\nSection 126 Motions by stockholders<\/a>
\nSection 127 Nominations by stockholders<\/a>
\nSection 127a Stockholders\u2019 forum<\/a>
\nSection 128 Transmission of the notifications<\/a><\/p>\n

Subchapter 3
\nMinutes of the deliberations. Right to demand information<\/p>\n

Section 129 Rules of procedure, list of attendees<\/a>
\nSection 130 Minutes<\/a>
\nSection 131 Stockholder\u2019s right to request information<\/a>
\nSection 132 Court decision regarding the right to request information<\/a><\/p>\n

Subchapter 4
\nVoting right<\/p>\n

Section 133 Principle of the simple majority of the votes cast<\/a>
\nSection 134 Voting right<\/a>
\nSection 135 Exercise of the voting right by credit institutions and commercial proxy services<\/a>
\nSection 136 Suspension of the voting right<\/a>
\nSection 137 Votes on nominations by stockholders<\/a><\/p>\n

Subchapter 5
\nSeparate resolution<\/p>\n

Section 138 Separate meeting. Separate vote<\/a><\/p>\n

Subchapter 6
\nPreferential stock without voting rights<\/p>\n

Section 139 Nature<\/a>
\nSection 140 Rights of holders of preferential stock<\/a>
\nSection 141 Cancellation or limitation of the preferential right to profits<\/a><\/p>\n

Subchapter 7
\nSpecial audit. Assertion of claims to compensation<\/p>\n

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

Part 5
\nAccounting. Appropriation of profits
\nChapter 1
\nAnnual accounts and management report<\/p>\n

Section 150 Statutory reserves. Capital reserves<\/a>
\nSection 150a (repealed)<\/a>
\nSection 151 (repealed)<\/a>
\nSection 152 Regulations governing the balance sheet<\/a>
\nSections 153 to 157(repealed)<\/a>
\nSection 158 Regulations governing the income statement<\/a>
\nSection 159 (repealed)<\/a>
\nSection 160 Regulations governing the notes<\/a>
\nSection 161 Declaration pursuant to the Corporate Governance Code<\/a><\/p>\n

Chapter 2
\nAudit of the annual accounts
\nSubchapter 1
\nAudit by auditors of the annual accounts<\/p>\n

Sections 162 to 169 (repealed)<\/p>\n

Subchapter 2
\nAudit by the supervisory board<\/p>\n

Section 170Submission to the supervisory board<\/a>
\nSection 171Audit by the supervisory board<\/a><\/p>\n

Chapter 3
\nApproval and establishment of the annual accounts. Appropriation of profits
\nSubchapter 1
\nApproval and establishment of the annual accounts<\/p>\n

Section 172 Approval and establishment by the management board and the supervisory board<\/a>
\nSection 173 Approval and establishment by the general meeting<\/a><\/p>\n

Subchapter 2
\nAppropriation of profits<\/p>\n

Section 174<\/a><\/p>\n

Subchapter 3
\nOrdinary annual general meeting<\/p>\n

Section 175 Convening the annual general meeting<\/a>
\nSection 176 Documents submitted. Presence of the auditor of the annual accounts<\/a><\/p>\n

Chapter 4
\nPublication by notice of the annual accounts<\/p>\n

Section 177 (repealed)
\nSection 178 (repealed)<\/p>\n

Part 6
\nAmendment of the by-laws. Measures serving the procurement of capital and the reduction of capital
\nChapter 1
\nAmendment of the by-laws<\/p>\n

Section 179 Resolution adopted by the general meeting<\/a>
\nSection 179a Duty to transfer the entire assets of the company<\/a>
\nSection 180 Consent of the stockholders affected<\/a>
\nSection 181 Entry in the register of the amendment of the by-laws<\/a><\/p>\n

Chapter 2
\nMeasures serving the procurement of capital
\nSubchapter 1
\nCapital increase in return for contributions<\/p>\n

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

Subchapter 2
\nConditional capital increase<\/p>\n

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

Subchapter 3
\nAuthorised capital<\/p>\n

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

Subchapter 4
\nCapital increase using company funds<\/p>\n

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

Subchapter 5
\nConvertible bonds. Income bonds<\/p>\n

Section 221<\/a><\/p>\n

Chapter 3
\nMeasures serving the reduction of capital
\nSubchapter 1
\nOrdinary capital reduction<\/p>\n

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

Subchapter 2
\nSimplified capital reduction<\/p>\n

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

Subchapter 3
\nCapital reduction by redeeming shares of stock. Exception for no-par-value shares<\/p>\n

Section 237 Pre-requisites<\/a>
\nSection 238 Entry into force of the capital reduction<\/a>
\nSection 239 Application for entry in the register of the implementation<\/a><\/p>\n

Subchapter 4
\nReporting the capital reduction<\/p>\n

Section 240<\/a><\/p>\n

Part 7
\nNullity of resolutions adopted by the general meeting and of the annual accounts as approved and established. Special audit for impermissible understatement
\nChapter 1
\nNullity of resolutions adopted by the general meeting
\nSubchapter 1
\nGeneral provisions<\/p>\n

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

Subchapter 2
\nNullity of certain resolutions adopted by the general meeting<\/p>\n

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

Chapter 2
\nNullity of the annual accounts as approved and established<\/p>\n

Section 256 Nullity<\/a>
\nSection 257 Action for avoidance of the approval of the annual accounts by the general meeting<\/a><\/p>\n

Chapter 3
\nSpecial audit for impermissible understatement<\/p>\n

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

Part 8
\nDissolution and declaration of the company\u2019s nullity
\nChapter 1
\nDissolution
\nSubchapter 1
\nReasons for dissolving the company and application for entry in the register<\/p>\n

Section 262 Reasons for dissolving the company<\/a>
\nSection 263 Application for entry in the register, and entry in same, of the dissolution<\/a><\/p>\n

Subchapter 2
\nWinding up<\/p>\n

Section 264 Need to wind up<\/a>
\nSection 265 Liquidators<\/a>
\nSection 266 Application for entry in the register of liquidators<\/a>
\nSection 267 Notice to the company\u2019s creditors<\/a>
\nSection 268 Duties of the liquidators<\/a>
\nSection 269 Representation by the liquidators<\/a>
\nSection 270 Opening balance sheet. Annual accounts and management report<\/a>
\nSection 271 Distribution of the assets<\/a>
\nSection 272 Protection of creditors<\/a>
\nSection 273 Completion of the winding up<\/a>
\nSection 274 Continuation of a dissolved company<\/a><\/p>\n

Chapter 2
\nDeclaration of nullity of the company<\/p>\n

Section 275 Action for declaration of nullity<\/a>
\nSection 276 Remediation of deficiencies<\/a>
\nSection 277 Effect of the entry in the register of nullity<\/a><\/p>\n

Book 2
\nPublic partly limited partnership<\/p>\n

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

Book 3
\nAffiliated enterprises
\nPart 1
\nInter-company agreements
\nChapter 1
\nTypes of inter-company agreements<\/p>\n

Section 291 Control agreement. Profit and loss absorption agreement<\/a>
\nSection 292 Other inter-company agreements<\/a><\/p>\n

Chapter 2
\nConclusion, amendment, and termination of inter-company agreements<\/p>\n

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

Chapter 3
\nSecuritisation of the company and the creditors<\/p>\n

Section 300 Statutory reserves<\/a>
\nSection 301 Maximum amount of the profit transfer<\/a>
\nSection 302 Absorption of losses<\/a>
\nSection 303 Protection of creditors<\/a><\/p>\n

Chapter 4
\nSecuritisation of the external stockholders in the case of control agreements and profit and loss absorption agreements<\/p>\n

Section 304 Appropriate compensation<\/a>
\nSection 305 Settlement payment<\/a>
\nSection 306 (repealed)<\/a>
\nSection 307 Termination of the agreement in order to provide security to external stockholders<\/a><\/p>\n

Part 2
\nPower of direction as well as liability and responsibilities in the case of controlled enterprises
\nChapter 1
\nPower of direction as well as liability and responsibilities in the case of a control agreement<\/p>\n

Section 308 Power of direction<\/a>
\nSection 309 Liability and responsibilities of the legal representatives of the controlling enterprise<\/a>
\nSection 310 Liability and responsibilities of the officers of the company<\/a><\/p>\n

Chapter 2
\nLiability and responsibilities in the case of no control agreement existing<\/p>\n

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

Part 3
\nIntegrated companies<\/p>\n

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

Part 4
\nExpulsion of minority stockholders<\/p>\n

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

Part 5
\nCross-shareholding enterprises<\/p>\n

Section 328 Limitation of rights<\/a><\/p>\n

Part 6
\nGroup accounting<\/p>\n

Sections 329 to 336(repealed)<\/a>
\nSection 337 (repealed)<\/a>
\nSection 338 (repealed)<\/a><\/p>\n

Book 4
\nSpecific provisions, penal provisions, and final provisions
\nPart 1
\nSpecific provisions applying to cases in which local authorities hold an ownership interest<\/p>\n

Section 394R eports from members of the supervisory board<\/a>
\nSection 395Ob ligation of secrecy<\/a><\/p>\n

Part 2
\nDissolution by the court<\/p>\n

Section 396 Pre-requisites<\/a>
\nSection 397 Orders issued in the case of dissolution<\/a>
\nSection 398 Entry in the register<\/a><\/p>\n

Part 3
\nProvisions regarding punitive fines and administrative fines. Final provisions<\/p>\n

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

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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…<\/p>\n

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