A limited company may issue bonds

Law to accelerate and simplify the acquisition of shares in and risk positions of companies in the financial sector through the "Financial Market Stabilization Fund - FMS" fund and the real economy through the "Economic Stabilization Fund - WSF" fund (Economic Stabilization Acceleration Act - WStBG)

§ 8 Profit participation rights and subordinated bonds

(1) 1The board of directors of a company constituted as a stock corporation is authorized until December 31, 2021 to issue profit participation rights and bonds with a qualified subordination to the fund. The management board can only make use of the authorization with the consent of the supervisory board.

(2) The issue of profit participation rights and bonds does not require the approval of the general meeting, unless the profit participation rights or bonds provide for the right to be converted into shares.

(3) The subscription right of the shareholders is excluded, unless the profit participation rights or bonds provide for the right to convert into shares.

§ 9 Analogous application to limited partnerships on shares, European companies (SE) and cooperatives

(1) For companies that have the legal form of a partnership limited by shares or a European company (SE), Sections 5 to 8 apply mutatis mutandis.

(2) 1The fund can become a member of companies that have the legal form of a cooperative. Changes to the articles of association of cooperatives, the purpose of which is to bring about a capital increase by the fund, must be registered for entry in the cooperative register and entered immediately, unless the underlying resolution is obviously void.

§ 9a Specifications for stabilization measures for companies set up as a GmbH

(1) 1Resolutions of the shareholders' meeting on the refinancing measures referred to in §§ 7 and 7b require a simple majority of the votes present. 2 Deviating provisions in the articles of association are irrelevant. 3This also applies to the exclusion of subscription rights. 4For the entry of these resolutions in the commercial register, § 7c sentences 1 to 4 and § 7 paragraph 2 apply accordingly.

(3) 1With a shareholders' resolution, which requires a majority of three quarters of the votes present, shareholders can be excluded from the company against compensation if this is necessary for the success of the stabilization measure. The lower limit of the severance payment is based on a company value determined by an expert opinion. 3The exclusion becomes effective when a resolution is passed.

Note d. Red .: The law is called "Law on measures in company, cooperative, association, foundation and residential property law to combat the effects of the COVID-19 pandemic".

Section 9b GmbH & Co. KG and KG

A simple majority of the shareholders participating in the resolution is sufficient for resolutions by companies in the real economy that decide as a GmbH & Co. KG or KG on the inclusion of the economic stabilization fund as a limited partner.

§ 10 Silent Society

(1) 1An agreement on the performance of a capital contribution by the fund as a silent partner in a company is not a corporate contract under Section 291 or Section 292 of the German Stock Corporation Act. 2In particular, it does not require the approval of the general meeting or entry in the commercial register. The above sentences apply accordingly if, within the framework of a recapitalization according to Section 7 or Section 22 of the Stabilization Fund Act, third parties also participate as silent partners in the company in addition to the fund or the silent participation is transferred in whole or in part to third parties after the contribution has been granted.

(2) 1In the agreement, an exchange or subscription right to shares can also be granted. The subscription right of the shareholders is excluded in the event of conversion. 3A conversion or subscription right requires the approval or authorization of the general meeting with a majority that comprises at least two thirds of the votes cast or the share capital represented. 4The simple majority is sufficient if half of the subscribed capital is represented.

(3) Paragraphs 1 and 2 also apply to subsequent changes or additions and the cancellation of an agreement on silent participations by the Fund in a company in the financial sector supported by it or an agreement on silent participations by third parties in the company concluded in accordance with paragraph 1 has been.

(4) The premature repayment of a capital contribution by the Fund or the amicable dissolution of a silent partnership in accordance with Paragraph 1 shall not be deemed to be a repayment of contributions within the meaning of Section 57 of the German Stock Corporation Act.

§ 11 No obligation to inform the economic committee

Link to this site: https://www.buzer.de/s1.htm?a=8-11&ag=8395