Share register
Share register (name up to 2001) or share register (today's name) is a register that is kept by stock corporations that issue registered shares or interim certificates .
General
While bearer shares can be transferred informally by simple agreement and handover ( §§ 929 ff. BGB ), registered shares and interim certificates are natural order papers that still require an endorsement for the purpose of transfer . The special form of registered shares with restricted transferability even makes their transfer dependent on the consent of the stock corporation, which means that an assignment is required for the transfer . Registered shares and interim certificates require a share register to be kept by the stock corporation, so that in addition to endorsement / assignment, the share register also hinders the marketability of these types of shares.
Legal bases
In § 67 para. 1, German Stock Corporation Act (AktG) it is determined that the holders of registered shares entered in the share register name , date of birth, address , email address and the number of items or the stock number (at par value shares must notify the amount). However, entry in the share register is not necessary for the constitutive acquisition of shareholder rights, but only serves to legitimize the company. In terms of substantive law, a shareholder is someone who can identify himself based on a seamless chain of endorsement or assignment . Nevertheless, the entry in the share register is important for the exercise of the rights of a shareholder ( Section 67 (2) AktG), so that (in relation to the company) someone who is not recorded as such in the share register is not considered a shareholder. In particular, anyone who is not recorded in the share register cannot exercise voting rights . This also applies to the transfer of registered shares ( Section 67 (3) AktG). Participating credit institutions , as custodians, must make the necessary information available to the stock corporations ( Section 67 (4) AktG). These regulations also apply to interim notes ( Section 67 (7) AktG). According to the prevailing opinion, the effect of the entry in the share register in accordance with Section 67 (2) AktG should not intervene in the event of forged signatures in the case of endorsements or assignments. The person entered in the share register is irrefutable as a shareholder with all rights in relation to the company. Entry in the share register is a formal requirement for participation in the Annual General Meeting .
content
The share register is used by the company to reliably identify the shareholder and to be able to comply with the notification obligations to the shareholders. In the case of the so-called small stock corporation , which is structured in a personalized manner, it can also serve to provide the shareholders with information about changes in the circle of co-shareholders.
The share register reflects the current shareholder structure and its changes. The share register manager can be either the company or a registrar company commissioned by it . This then keeps the share register and can also support the company in organizing the general meeting, PR measures or capital changes.
The content of a share register is finally listed in Section 67 (1) AktG. Afterwards it is necessary to enter the name, the date of birth and the address as well as the number of shares or the share number (for shares with nominal value the amount). Further information may not be requested. On the basis of this information, the company's register provides an up-to-date overview of its shareholders, their socio-demographic structure and the precise ownership structure. If stock corporations have a share register because of their registered shares, they can send invitations to the general meeting directly to their shareholders without having to involve custodian banks . Shareholders have the right to receive an excerpt from the content of the share register concerning them ( Section 67 (6) AktG).
The information contained in the share register makes it possible for the company on the one hand to get in touch with its shareholders (all shareholders are recorded in the share register), on the other hand it also provides a certain protection against undesired changes in the shareholder structure, since every share purchase and sale must be entered in the share register and impending shifts in the majority structure become visible at an early stage. In order to protect against a free sale of shares to unknown buyers, the Stock Corporation Act gives the stock corporation the right to issue registered shares with restricted transferability , the purchase of which is subject to the approval of the company.
Paraphrase
The transfer in the share register as a result of a transfer of registered shares takes place upon notification. The deletion of the seller and the entry of the purchaser are carried out by automatically feeding the data from the securities depository into the electronic share register. The data transfer is also considered to be a notification for rewriting. In practice, this notification will be given by the banks involved with the assistance of the securities depository in the interests of the buyer and seller.
In Germany, Clearstream Banking AG (formerly Deutsche Börse Clearing) operates the Cascade-RS system for processing registered shares , which also enables the necessary information to update the connected share registers on the trading day by electronic means. The custodian banks transmit the trading data electronically to the share register via the securities trading system ( Cascade-RS ) of Deutsche Börse AG . Name, address, nationality and the number of shares are reported. The banks will also inform you electronically of any address changes.
If a paraphrase is to take place before a general meeting, time complications can arise. During the preparation for the general meeting, the stock corporations have to cope with a particularly high volume of work, so that shortly before the general meeting, it is often no longer possible to make changes to the share register. According to a ruling by the BGH , a stock corporation has the right to suspend changes in the share register for a certain period of time before the general meeting is held for technical reasons. It may take a processing time of seven days to bring the list of participants ( Section 129 (1) sentence 2 AktG) and the share register into line. The legislature has taken the proper preparation of the general meeting for registered shares so self-evident that it has expressly waived a statutory regulation. The processing time is not limited to the technically unavoidable period, but based on the deadline serving the same purpose for the receipt of proof of entitlement to participate in bearer shares (Section 123 (3) sentence 3 AktG old version) or the registration period (Section 123 (2) Sentence 3 AktG old version). If the rewriting fails because the 7-day processing time required by the company for the invitation to the Annual General Meeting has already started, the shareholder concerned is not considered to be eligible to participate.
Web links
Individual evidence
- ↑ Carsten Gerner-Beuerle: The liability of issuing consortia: A comparative study of German and US law . 2009, p. 103.
- ↑ cf. Walter Bayer, in: MünchKomm. to AktG , 2nd edition, § 67 marginal number 74 with further references; BGH, judgment of September 20, 2004, Az. II ZR 288/02, full text .
- ↑ BT-Drs. 14/4051 , p. 10
- ^ Mathias Habersack, Walter Bayer: Stock Corporation Law in Transition . Volume 1, 2007, p. 471
- ^ BGH, judgment of September 21, 2009, Az .: II ZR 174/08; Full text .
- ↑ BT-Drs. 14/4051 , p. 11
- ↑ BT-Drs. 15/5092 , p. 14
