von Göler (Hrsg.) / / § 40

§ 40 List of shareholders, authorisation to issue statutory instruments

(1) Once each change in the person of a shareholder or the extent of his participation becomes effective the directors shall without undue delay submit to the Commercial Register a list of shareholders signed by the directors which indicates the family name, given name, date of birth and place of residence of those shareholders as well as the nominal values and the consecutive numbers of each of the shares to which the shareholders have subscribed and which also indicates the relevant percentage interest in the share capital conferred by the nominal value of each respective share. If a shareholder is himself a company, then in the case of registered companies the list shall include the business name, registered office, the relevant register and number of the entry in the register, in the case of non-registered companies their shareholders including family name, given name, date of birth and place of residence under a summarising designation. Where a shareholder holds more than one share, the list of shareholders shall separately indicate his total interest in the share capital as a percentage. The directors shall effect changes to the list by notification and furnishing proof.

(2) Where a notary has been involved in making the changes referred to in subsection (1), first sentence, he shall, without undue delay upon the changes becoming effective and without regard to any later grounds for them becoming ineffective, sign the list instead of the directors, shall submit the list to the Commercial Register and send a copy of the amended list to the company. The list must be furnished with notarial certification that the amended entries correspond to the changes in which he was involved and that the remaining entries correspond to the content of the last list which was included in the Commercial Register.

(3) Directors who infringe a duty incumbent upon them in accordance with subsection (1) shall be held jointly and severally liable for the resulting damage vis-à-vis those directors whose participation has changed and the company’s creditors.

(4) The Federal Ministry of Justice and Consumer Protection shall be authorised, by statutory instrument requiring the consent of the Bundesrat, to make provisions concerning the content and form of the list of shareholders.

(5) The Land (federal state) governments shall be authorised to determine, by statutory instrument, that certain information contained in the list of shareholders must be submitted to the Commercial Register in a structured, machine-readable form, unless the Federal Ministry of Justice and Consumer Protection issues corresponding provisions pursuant to section 387 (2) of the Act on Proceedings in Family Matters and in Matters of Non-Contentious Jurisdiction. The Land governments may transfer this authorisation by statutory instrument to the Land departments of justice.

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