Transformation Act

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Basic data
Title: Transformation Act
Abbreviation: UmwG
Type: Federal law
Scope: Federal Republic of Germany
Legal matter: Corporate law
References : 4120-9-2
Issued on: October 28, 1994
( BGBl. I p. 3210 ,
ber. 1995 I p. 428 )
Entry into force on: January 1, 1995
Last change by: Art. 1 G of December 19, 2018
( Federal Law Gazette I p. 2694 )
Effective date of the
last change: 		January 1, 2019
(Art. 2 G of December 19, 2018)
GESTA : C048
Please note the note on the applicable legal version.

The Transformation Act ( UmwG ) regulates the transformation of legal entities that are based in Germany. In particular, the merger , cleavage , mold changing and transfer of assets by corporate , association - or cooperative legally organized entities is subject to the conversion law.

The Transformation Act is one of the more extensive legal provisions of German law and is part of company law .

Reasons for the Transformation Act

In principle, the decision as to the legal structure in which a company should be run rests with the owners, who can choose from the multitude of organizational forms offered by the legislature. This freedom of choice does not only exist when the company is founded, but on an ongoing basis. It can e.g. B. a limited liability company (GmbH) can be converted into a stock corporation (AG). The Transformation Act provides the legal framework for this. The provisions of the UmwG must be observed in large parts.

Often tax reasons are the main reasons for the shareholders for a conversion of the company; These reasons often even take precedence over the other consequences under civil and company law (in particular those in representation law, liability law and labor law). The conversion itself is also relevant for tax purposes. Relevant here is the Transformation Tax Act (UmwStG).

contents

The seven books are divided into several parts:

  • First book: Possibilities of conversion (§ 1)
  • Second book: amalgamation
    • 1st part: General regulations (§§ 2–38)
    • Part 2: Special regulations (§§ 39–122l)
  • Third book: splitting
    • 1st part: General regulations (§§ 123-137)
    • Part 2: Special Provisions (Sections 138-173)
  • Fourth book: Transfer of assets
    • Part 1: Possibility of transferring assets (§§ 174, 175)
    • Part 2: Transfer of assets or parts of assets of a corporation to the public sector (§§ 176, 177)
    • Part 3: Transfer of assets among insurance companies (Sections 178–189)
  • Fifth book: Change of form
    • Part 1: General Regulations (Sections 190–213)
    • Part 2: Special Provisions (Sections 214–304)
    • (§§ 305-312 have been deleted)
  • Sixth book: Penal provisions and penalty payments (§§ 313-316)
  • Seventh Book: Transitional and Final Provisions (§§ 317-325)

Ancillary criminal law

The Transformation Act contains three criminal provisions, so that it is part of ancillary criminal law :

  • § 313 UmwG: The incorrect presentation of the circumstances of the legal entities involved or incorrect information given to the auditors.
  • § 314 UmwG: The violation of the reporting obligation to the auditor before the conversion.
  • § 315 UmwG: The violation of the confidentiality obligation as a holder of confidentiality or auditor of a legal entity involved in the conversion.

See also

literature

  • Hans-Christoph Maulbetsch (Ed.): Transformation Act (= Heidelberg Commentary ). 1st edition. Müller, Heidelberg 2009, ISBN 978-3-8114-3032-7 .
  • Barbara Dauner-Lieb , Stefan Simon (Ed.): Cologne Commentary on the Transformation Act . 1st edition. Carl Heymanns Verlag, Cologne 2009, ISBN 978-3-452-26097-0 .
  • Michael Bachner among others: Employment law for corporate transformation and transfer of business . 4th edition. Nomos, Baden-Baden 2012, ISBN 978-3-8329-6625-6 .
  • Lars Böttcher, Oliver Habighorst, Christian Schulte (eds.): Transformation law (= Nomos commentary ). 1st edition. Nomos, Baden-Baden 2015, ISBN 978-3-8329-7403-9

Web links