Introduction

1. The Cross-border Merger Directive has been implemented in Germany by virtue of the Second Act on the Amendment of the German Reorganisation Act of 19 April 2007. The Second Act on the Amendment of the German Reorganisation Act came into force on 25 April 2007. It added a special section on cross-border mergers to the German Reorganisation Act. The general rules on domestic mergers apply to cross-border mergers, unless stipulated otherwise in the special section on cross-border mergers.

The rules on employee participation in cross-border mergers are regulated in a separate act, namely, the Act on Employee Participation in Cross-border Mergers, which came into force on 29 December 2006. Tax issues of cross-border mergers were implemented by the Act on Tax Measures regarding the Introduction of the European Company, which came into force on 13 December 2006.

Scope of the new rules

2. With respect to the companies that can benefit from the new rules on cross-border mergers, the Reorganisation Act refers to Art. 2(1) of the Cross-border Merger Directive. For Germany, these companies are the German stock corporation (AG), the partnership limited by shares (KGaA), the limited liability company (GmbH) and the European company (SE) which has its seat in Germany. Said companies must have been formed in accordance with the laws of a Member State and must have their registered office, central administration or principal place of business in a Member State (§ 122b(1) Reorganisation Act).