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von Göler (Hrsg.) / / § 58

§ 58 Reduction in share capital

(1) A reduction in the share capital may be effected only if the following provisions are observed:

  • 1.  The directors must give notification of the resolution to reduce the share capital in the company’s designated publications; in this notification they must also ask the company’s creditors to contact the company; the creditors indicated in the company’s trading books or who are known in another way shall be asked by separate notification to register;
  • 2.  Those creditors who contact the company and do not give their consent to the reduction shall be satisfied or indemnified in respect of the claims asserted;
  • 3.  The application to enter the resolution to reduce the share capital in the Commercial Register shall not be made until one year has elapsed since that day on which the creditors were asked to contact the company via the company’s designated publications;
  • 4.  The notification of the resolution shall be enclosed with the application; the directors must also give the assurance that those creditors who contacted the company and who have not given their consent to the reduction in the share capital have been satisfied or indemnified.

(2) The provisions set out in section 5 (1) concerning the minimum amount of the share capital shall remain unaffected. If the reduction is effected for the purpose of repaying capital contributions or for the purpose of remitting those capital contributions which have been deposited, the remaining nominal values of the shares may not fall below the amount designated in section 5 (2) and (3).

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