The Company Law Amendment Act 2011, amongst other things, spells the end for bearer shares and simplifies transformations.

For around 1,600 Public limited companies In Austria, this brings 1.8.2011 the entered into force Companies Law Amendment Act (GesRÄG 2011) a Need for adaptation in connection with the Share categories. Until now, public limited companies have been free to choose whether they wanted to issue bearer shares or registered shares (or both). Bearer shares lie on the owner and can transfer anonymously to be, while at Registered shares Through the maintenance of a share register, the shareholders are known by name at any time. Increasingly strict regulations to combat money laundering now bring The end for bearer shares at unlisted public limited companies. By 31.12.2013, they must therefore adapt the statutes and a Exchange from Bearer shares Against name-shares carry out. In the register of shareholders to be maintained by the company, the shareholder’s bank account details must be entered in addition to the information previously recorded, whereby the Transparency of financial flows be ensured.

Publicly listed companies can continue Bearer shares issue. In future, with these the circumstance of Stock exchange listing as is the company's website address entered in the Companies Register. For existing public limited companies, this entry must be made by 31.12.2012.

Besides this change in share categories, the GesRÄG 2011 also brings in some Relief in connection with Reorganisations:

• At Mergers one 100%igen subsidiary- the parent company will no longer need to pass a resolution on the merger at the subsidiary's general meeting. For one Merger report (Board of Directors) as well as a report from the Supervisory Board can forgoes become.
• Merger agreement and demerger plan, which previously had to be submitted to the Companies Register one month before the general meeting and published in the official gazette of the Wiener Zeitung, can now be Decrees file to be published. All restructuring documents and any other shareholder information can now be made available on the website.
• Enforceability of the claim for security in the event of a spin-off: creditors at risk from a spin-off gain a judicially enforceable Entitlement to security.
• In contrast, the previous exemptions from the requirement for a contribution in kind or formation audit in the course of mergers and demergers have been abolished.

Image: © Anna Blau - BMF