Implementation and scope

The Second Company Law Directive was implemented into German law by the Act Gesetz zur Durchführung der Zweiten Richtlinie des Rates der Europäischen Gemeinschaften zur Koordinierung des Gesellschaftsrechts of 13 December 1978. Since at the time of the amendment of the Second Company Law Directive by virtue of Council Directive 92/101/EEC of 23 November 1992 German law already complied with the regulations set forth therein, its implementation was not necessary. The latest amendment of the Second Company Law Directive by virtue of Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 was implemented by the Act Gesetz zur Umsetzung der Aktionärsrechterichtlinie of 30 July 2009. Another objective of the latter act was to implement Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 regarding the exercise of certain shareholder rights in listed companies.

Since the scope of the Second Company Law Directive is restricted to public limited liability companies, it directly applies to and was implemented with regard to the German stock corporation (Aktiengesellschaft or “AG”). The stock corporation is governed by the German Stock Corporation Act (Aktiengesetz). Therefore, the aforementioned legislation amended the Stock Corporation Act as well as the Introductory Act to the German Stock Corporation Act (Einführungsgesetz zum Aktiengesetz). Nevertheless, today the regulations for other types of limited liability companies, for example, the German Limited Liability Company (“GmbH”), partly provide for similar provisions as the Stock Corporation Act applicable to the stock corporation. However, these shall not be described in this chapter.