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Carry out the change of legal form in accordance with the Transformation Act

It is not uncommon for company owners to see a restructuring of their company as necessary. This can have many reasons, be it the transfer of assets, the division, the merger with another company or the change of legal form. The Conversion Act (UmwG) applies here. As a specialist lawyer for commercial and [link text=“Corporate Law Munich” id=“74″] and the surrounding area, I regularly advise on legal restructuring and in the course of this article I would like to explain the Conversion Act to you in more detail and how, according to it, the change in legal form must take place.

##Conversion Act – Important provisions

As already mentioned, the conversion law includes the types of conversion: merger, division and change of legal form. The transfer of assets (partial or full transfer) is not an independent type of conversion, but is accompanied by a merger or a split. All legal entities and shareholders of the company must adhere to the division regulations, merger regulations, etc. so that the new company structures are legally recognized. The Conversion Act requires a contract for all types of conversion that must contain certain information.

###A closer look at the change in legal form

If a company decides to change its legal form, for example from a GmbH to an AG, this is referred to as a change of legal form. Changing the legal form can have many reasons. The structures of a company often change so that the previous legal form no longer fits. Legal entities usually decide to change their legal form for tax reasons. The Conversion Act provides for a precise procedure for changes to the legal form.

In particular, the following data must be listed in the required conversion decision:

– The new legal form of the legal entity
– The name or company of the legal entity of the new legal form
– Participation of the previous shareholders
– Type, number and scope of shares or memberships
– Shareholders and their rights as well as holders of special rights, such as shares without voting rights, –
Multiple voting shares, preference shares, profit participation rights and bonds.
– An offer of compensation (transfer or cash compensation), unless everyone agrees to the change of legal form.
– The consequences of the change of legal form for employees

The draft of the conversion resolution must be sent to the responsible works council of the legal entity changing the legal form no later than one month before the meeting of all shareholders that is to decide on the change of legal form.

###The identity-preserving change in legal form

The Conversion Act does not fully regulate the change of legal form. Under certain circumstances, according to the law, the change of legal form that preserves identity comes into force. This is the case if, for example, a GbR starts a commercial business in the course of its existence, which, due to its nature and scope, requires a commercially organized business operation. Then, according to the Conversion Act, the company is inevitably an oHG, regardless of the wishes of the individual shareholders.

If you would like more detailed advice on the Conversion Act and changing the legal form or one of the other types of conversion, you are welcome to contact my specialist law firm andrelang law in Munich and take advantage of my legal advice. I'm happy to help you.

Further interesting articles about corporate law await you on my blog.

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Anwalt Gesellschaftsrecht und Handelsrecht

dr Andrelang, LL. M

Specialist lawyer for international business law

Specialist lawyer for commercial and corporate law


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