von Göler (Hrsg.) / / § 33

§ 33 Purchase of own shares

(1) The company may not purchase or take in pledge own shares for which the capital contributions have not yet been paid in full.

(2) The company may purchase own shares for which capital contributions have been paid in full only if at the time of the purchase it could form reserves in the amount of the expenditures for the purchase without reducing the share capital or reserves to be formed in accordance with the articles of association and which may not be used to make payments to the shareholders. The company may take such shares in pledge only if the total amount of the claims secured on account of taking own shares in pledge or, if the value of the shares taken in pledge is lower, this amount is not greater than the assets available over and above the share capital. An infringement of the first and second sentences shall not make the acquisition of or taking of the shares in pledge ineffective; however, the legal obligation in respect of a prohibited acquisition or prohibited acceptance of own shares in pledge shall be null and void.

(3) The purchase of own shares shall further be admissible to compensate shareholders in accordance with section 29 (1), section 122i (1), second sentence, section 125, first sentence, in conjunction with section 29 (1) and section 207 (1) of the Transformation Act if the purchase is made within six months after the effective date of the transformation or after the court decision becomes final and at the point in time of the purchase the company was able to form reserves in the amount of the expenditure for the purchase without reducing the share capital or reserves to be formed in accordance with the articles of association and which may not be used to make payments to the shareholders.

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