Doing Business in Germany

Total Page:16

File Type:pdf, Size:1020Kb

Doing Business in Germany Doing Business in Germany The different legal entities and tax law issues Contents 1. Limited Liability Company – GmbH 2 2. Stock Corporation – AG 5 3. Partnership Limited by Shares – KGaA 8 4. GmbH & Co. KG 9 5. Branch offices 11 6. Developments in European Law 12 7. Relevant German tax law 14 FURTHER INFORMATION Should you require further information on any aspect of Doing Business in Germany, please contact one of the persons mentioned below or the person with whom you usually deal. Contact Düsseldorf Dr. Christoph Louven [email protected] Frankfurt Dr. Tim Oliver Brandi [email protected] Hamburg Dr. Andreas H. Meyer [email protected] Munich Dr. Michael Rose [email protected] Tax Dr. Ingmar Dörr [email protected] This note is written as a general guide only. It should not be relied upon as a substitute for specific legal ad- vice. Doing Business in Germany 1 Doing Business in Germany The different legal entities and tax law issues German law offers a number of legal vehicles for the The establishment of branch offices of foreign compa- carrying on of entrepreneurial business activities. The nies is then dealt with briefly followed by an overview of available corporate legal forms are defined in German European corporate law developments. The brochure statutory regulations which can to a greater or lesser concludes with an examination of the various German extent be tailored using contractual provisions. tax law issues applicable to businesses. This brochure gives an overview of the various legal Please regard this client note as a brief summary pro- frameworks within which businesses can operate in vided merely to give an initial overview of the various Germany and outlines the main characteristics of the possible entrepreneurial models in Germany. Given the different legal forms and their differences, the require- complexity of company law, it cannot serve as a substi- ments for formation and management, and the liability tute for legal advice which our German offices will glad- regime of the respective corporate entities. It first ad- ly provide to you as necessary. dresses the German limited liability company (GmbH) which is the most common form of incorporation in Germany and then deals in turn with the German stock corporation (AG) whose shares may be traded on a stock exchange, the partnership limited by shares (KGaA) and the limited liability partnership (GmbH & Co. KG). 2 Doing Business in Germany 1. Limited Liability Company − GmbH 1.1 Description and legal characteristics The shareholders can stipulate further provisions in the articles such as a limitation of the life of the company to The German limited liability company (Gesellschaft mit a certain period of time, the release of the shareholders beschränkter Haftung, GmbH) is a commercial compa- from non-compete covenants or the obligation to make ny with a separate legal personality which can be estab- additional contributions. lished for any legally permissible purpose. The share- holders (Gesellschafter) participate in the company For a GmbH to be validly constituted, it must be regis- through ownership of one or more shares (Geschäfts- tered with the competent commercial register. The anteile) in the company's share capital. As a result of its managing directors and shareholders should wait until separate legal personality, when the company enters registration is completed before entering into transac- into transactions with third parties, its shareholders are tions on behalf of the GmbH in order to avoid running not personally liable towards those third parties. the risk of incurring personal liability. The German Limited Liability Companies Act (GmbHG) Name and registered office is the primary legal source governing the GmbH which There are no restrictions on the name given to a GmbH was amended significantly in 2008 in order to simplify provided that the name: and accelerate its formation and enhance its overall clearly distinguishes the GmbH from other busi- attractiveness in comparison to foreign limited liability nesses in the same location; companies. is not misleading; and contains a reference to its limited liability. 1.2 Formation A GmbH's registered office (as stipulated in the articles of association) must be located in Germany. This loca- A GmbH can be established by one or more persons. tion can differ from the location of the company's opera- Any natural or legal person or partnership in terms of tional facilities, the company's management, and the private or public law (domestic or foreign) may partici- company's administration. Unlike the registered office, pate in a GmbH. the seat of management or administration (Ver- waltungssitz) of a GmbH can be located outside Ger- The valid creation of a GmbH takes place in two steps: many (at least in another EU country or the US; in other first the establishment of the company by a notarised countries this may depend on their respective corporate agreement between the shareholders (or by a notarised laws). model protocol as attached to the GmbHG (Muster- protokoll)) which embodies the company’s articles of Registered share capital association, and secondly its registration and entry in the competent commercial register. In terms of German law, the registered share capital (Stammkapital) of a GmbH cannot be less than Eu- The company's articles of association (Gesellschafts- ro 25,000. The shareholders are free to stipulate for any vertrag, or Satzung as it is often referred to in practice) amount of the registered share capital above Eu- set forth in detail the specific characteristics of the par- ro 25,000, provided it is in whole units of Euro. Each ticular GmbH, such as its organisation (in particular the shareholder can hold as many shares (Geschäftsan- name and registered office of the company, the object teile) as desired provided that the aggregate of all the of the enterprise as well as the aggregate amount of the shares subscribed equals the company's registered registered share capital) and the relationship between share capital. the company and its shareholders. The articles of asso- ciation constitute the instrument by which the company The list of shareholders includes consecutive number- is established and incorporated and contain the found- ing of the shares and only those shareholders shown in ing shareholders' undertaking to make an agreed initial the list are recognised legally as shareholders of the contribution to its registered share capital. company. The list, therefore, forms the basis for the acquisition of shares in good faith. Doing Business in Germany 3 Contributions towards the capital of the company can adopted by simple majority). The appointment and re- be made in cash or in kind. moval of managing directors takes effect as soon as the resolution is adopted (or on the date specified in the Contributions in kind must always be made in full, resolution) and such resolution is entered in the com- whereas payment of one quarter of the subscribed con- mercial register. tribution suffices in the case of cash contributions. However, the total of all cash contributions and contri- Generally, a managing director's service contract butions in kind must amount to at least half of the regis- (Dienstvertrag) sets out his/her contractual duties to the tered share capital. company and is usually concluded at the time of his/her appointment. However, the two legal relationships are Contributions in kind are only permissible if expressly not necessarily linked to each other (eg, a managing provided for in the articles of association and include all director's service contract is not, in principle, affected by non-cash contributions, for instance contributions of his/her dismissal). assets. The relevant asset must have an ascertainable economic value. Typically, assets contributed in kind Normally, managing directors are appointed to repre- include movable and immovable property, rights in in- sent the company jointly. However, the articles of asso- tangibles, membership rights (such as shares), receiva- ciation can provide that either a managing director act- bles, goodwill, customers and know-how. Services (e.g. ing alone or two managing directors acting jointly can consulting services) cannot be provided as a contribu- represent the company. It is also possible to appoint tion in kind. To minimise the risk of the value of the other representatives, (eg authorised representatives contribution in kind falling short of the required amount (Prokuristen)) and to link their power of representation of the initial contribution subscribed and the consequent to the managing directors' and vice versa. Outside par- risk to the company's creditors and co-shareholders, ties may generally rely on the information provided by German law requires all shareholders to draw up a the commercial register regarding the representatives of written and personally signed "report on formation by the company. contributions in kind" (Sachgründungsbericht). This report must detail an intelligible summary of the meth- The managing directors are responsible for the man- ods used to value the non-cash assets. As a rule, the agement of the company, for internal decision making competent court also requests an expert opinion by a within the company – outside of the shareholders' meet- certified public accountant (Werthaltigkeitsgutachten). ing – and for managing the business, including hiring, management and supervision of the employees. 1.3 Management structure and organisation Managing directors can become liable to the company if they do not comply with the standard of "due care of a As a legal person, the GmbH can only act through its prudent businessman" and, in mostly rare cases, man- representatives. The only management bodies pre- aging directors can be held liable to third parties. scribed by German law for every GmbH are the manag- ing director(s) and the shareholders. German legislation Shareholders' meeting regarding employee participation or, alternatively, the The shareholders' meeting is the GmbH's highest au- GmbH's articles may require a supervisory board or an thority/decision making body.
Recommended publications
  • Rules Governing the Share Capital of German Public Companies by Frank Wooldridge
    Rules governing the share capital of German public companies by Frank Wooldridge he above rules are somewhat detailed and some - company. However, it contains detailed rules governing times rather complex. A good elementary account the maintenance of capital. Certain of these rules, Tof them by Schneider and Heidenhain is given in including the prohibition imposed on a public company The German Stock Corporation Act ( 2nd ed, pub Kluwer, subscribing for its own shares contained in paragraph 2000) which has been of considerable interest and help to 56 (1) AktG are considered below. The imposition of the author of this article. ancillary obligations upon shareholders is also considered below, where the rules governing the increase and The articles of a public company ( Aktiengesellschaft ) are reduction of capital, which are rather complex, are dealt required to specify the amount of the company’s share with in outline. capital, which has to be denominated in euros. The minimum capital of a public company is at present THE PROVISIONS OF PARAGRAPH 56 AKTG €50,000 (para 7 AktG ). As in the United Kingdom, shares may be issued without a par value ( Stückaktien ) or with one The most important of the abov e provisions would (Nennbetragsaktien ) (para 8(2) AktG ). Par value shares are seem to be those contained in paragraph 56(1) and 562) required to have the value of one euro or a multiple thereof AktG . Paragraph 56(1) AktG provides that a company may (para 8(2) AktG ). The shares in an Aktiengesellschaft are not subscribe for its own shares. Any purported indivisible, as are the rights attaching to each share.
    [Show full text]
  • Volkswagen Supervisory Board Agrees on Management Positions and Reorganisation of Group Board – Stronger Focus on Costs Planned
    Media information NO. 300/2020 Volkswagen Supervisory Board agrees on management positions and reorganisation of Group Board – stronger focus on costs planned • Supervisory Board: “Herbert Diess and his new Board of Management team have full support for implementation of Together 2025+ strategy” • Dr. Arno Antlitz will succeed Chief Financial Officer Frank Witter • Murat Aksel will take over Group Purchasing Division • Newly created Group Board of Management function “Technology” will be headed by Thomas Schmall • Wolfsburg will become showcase site for the highly automated production of electric vehicles Wolfsburg, December 14, 2020 – During its meeting today, the Supervisory Board of Volkswagen AG dealt extensively with the Together 2025+ strategy and, in connection with this, a realignment of personnel. The Board unanimously resolved to give its full support to the strategy, in particular the orientation of the company towards electromobility and digitalisation. This results in the following realignment of personnel resolved by the Supervisory Board: - Dr. Arno Antlitz, currently member of the Board of Management of AUDI AG responsible for Finance and Legal Affairs, will succeed Frank Witter as Group CFO, with the latter’s contract, as is known, expiring at his own request at the end of June 2021. Dr. Antlitz’s primary focus will be on further efficiency increases. - As part of the redesigning of the Group Board of Management, the areas of responsibility Procurement and Components will be separated from each other. A new Group Board of Management function, “Technology”, will be set up. It will be led from 1 January 2021 on by Thomas Schmall, currently Chief Executive Officer of Volkswagen Group Components.
    [Show full text]
  • The Government of the Hungarian People's Republic
    CONVENTION BETWEEN THE GOVERNMENT OF THE HUNGARIAN PEOPLE'S REPUBLIC AND THE GOVERNMENT OF THE ITALIAN REPUBLIC FOR THE AVOIDANCE OF DOUBLE TAXATION WITH RESPECT TO TAXES ON INCOME AND CAPITAL AND THE PREVENTION OF FISCAL EVASION.1 The Government of the Hungarian People's Republic and the Government of the Italian Republic, desiring to promote and facilitate the economic relations between the two countries, have agreed to conclude a Convention for the avoidance of double taxation with respect to taxes on income and capital and the prevention of fiscal evasion of which the provisions are the following: Article 1 - Personal scope This Convention shall apply to persons who are residents of one or both of the Contracting States. Article 2 - Taxes covered 1. This Convention shall apply to taxes on income and on capital imposed on behalf of each Contracting State or its political or administrative subdivisions or local authorities, irrespective of the manner in which they are levied. 2. There shall be regarded as taxes on income and on capital taxes imposed on total income, on total capital, or on elements of income or of capital, including taxes on gains from the alienation of movable or immovable property, taxes on the total amounts of wages or salaries paid by enterprises, as well as taxes on capital appreciation. 3. The existing taxes to which this Convention shall apply are the following: (a) in the case of the Italian Republic: (1) the individual income tax (imposta sul reddito delle persone fisiche); (2) the tax on the income of legal entities (imposta sul reddito delle persone giuridiche); and (3) the local income tax (imposta locale sui redditi), even if withheld at the source (hereinafter referred to as "Italian tax"); (b) in the case of the Hungarian People's Republic: (1) the income taxes (j”vedelemad¢k); (2) the profit taxes (nyeres‚gad¢k); (3) the enterprises' special tax (v llalati kl”nad¢); (4) the tax on buildings (h zad¢); 1 Date of Conclusion: 16 May 1977.
    [Show full text]
  • Rules of Procedure of the Supervisory Board of Symrise AG The
    Rules of Procedure of the Supervisory Board of Symrise AG The Supervisory Board of Symrise AG hereby enacts the following rules of procedure: § 1 Duties of the Supervisory Board (1) The Supervisory Board shall advise and supervise the Board of Management in its management of the Company. It shall work closely with the Executive Board for the benefit of the Company. (2) The Supervisory Board shall discharge its duties in compliance with statutory law, the articles of association, and these rules of procedure. It shall comply with the recommendations of the German Corporate Governance Codex, unless the compliance statement of the Executive Board and the Supervisory Board pursuant to sec. 161 of the Stock Corporation Act provides otherwise. (3) The Supervisory Board shall debate and decide on matters relating to the Executive Board if proposed by the Personnel Committee (sec. 9), and on the scheme of compensation of the members of the Executive Board and shall review such scheme regularly. § 2 Membership on the Supervisory Board (1) The Supervisory Board shall have twelve members. Six members shall be elected by the General Meeting and six members shall be elected by the employees of the company pursuant to the Co-Determination Act. (2) Each member of the Supervisory Board must have the knowledge, the skills, and the professional experience required to properly discharge his duties taking into account the internationality of the business. Members of the Supervisory Board shall themselves be responsible for arranging the training and continuing education required for the discharge of their duties. The Supervisory Board must include a sufficient number of independent members to guarantee independent advice and supervision of the Executive Board.
    [Show full text]
  • Nominating and Corporate Governance Committee Charter
    HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS AMENDED EFFECTIVE: 18 FEBRUARY 2021 PURPOSE AND POLICY The primary purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Horizon Therapeutics Public Limited Company, an Irish public limited company (the “Company”), shall be to oversee all aspects of the Company’s corporate governance functions on behalf of the Board, including to (i) make recommendations to the Board regarding corporate governance issues; (ii) identify, review and evaluate candidates to serve as directors of the Company consistent with criteria approved by the Board and review and evaluate incumbent directors; (iii) serve as a focal point for communication between such candidates, non-committee directors and the Company’s management; (iv) nominate candidates to serve as directors; and (v) make other recommendations to the Board regarding affairs relating to the directors of the Company. The Committee shall also provide oversight assistance in connection with the Company’s legal, regulatory and ethical compliance programs, policies and procedures as established by management and the Board. The operation of the Committee and this Nominating and Corporate Governance Charter shall be subject to the constitution of the Company as in effect from time to time and the Irish Companies Act 2014, as amended by the Irish Companies (Amendment) Act 2017, the Irish Companies (Accounting) Act 2017 and as may be subsequently amended, updated or replaced from time to time (the “Companies Act”). COMPOSITION The Committee shall consist of at least two members of the Board.
    [Show full text]
  • The Limited Liability Company: Lessons for Corporate Law
    THE LIMITED LIABILITY COMPANY: LESSONS FOR CORPORATE LAW JONATHAN R. MACEY· INTRODUCTION Legal scholarship examining the recent emergence of the limited liability company has primarily focused on the legal treatment of these entities. l A successfully formed limited liability company is a noncorporate entity that provides its owners with protection against liability for enterprise obligations, as well as the pass-through tax treatment traditionally associated with partnerships and Subchapter S corporations. At the same time, the limited liability company form allows investors to remain actively involved in the management of the enterprise. The purpose of this Article is different. Rather than exploring whether (or how well) the limited liability companies achieve their common intended purpose of reducing the contract, tort and tax liabilities of their investors, this Article explores the implications of the emergence of the limited liability company for our understanding of corporate law. What does the modem emergence of the limited liability company tell us about the state ofAmerican corporate law? This Article argues that the emergence of the limited liability company has much to tell us about a variety of important topics in corporate law, particularly the reasons for requiring fonnal incorporation, jurisdictional competition for corporate charters, the costs and benefits oflimited liability, and the structural problems that may hamper sweeping reform ofcorporate and tort law rules affecting enterprise and investor liability. This Article begins with a brief discussion of the limited liability company. The second part of the Article discusses the features that may * J. DuPratt White Professor of Law, Cornell University, and Director, John M.
    [Show full text]
  • Clarifying and Settling Access to Clearing and Settlement in the Eu
    CLARIFYING AND SETTLING ACCESS TO CLEARING AND SETTLEMENT IN THE EU Working Paper www.ieje.net David Henry Research Fellow Institute for European Legal Studies, University of Liège, Belgium [email protected] Institut d’Etudes Juridiques Européennes, Bd. du Rectorat 3, Bat. B33 / Bte 9, B-1400 Liège, Tel +32 4 366 3130, Fax +32 4 366 3155 1 CLARIFYING AND SETTLING ACCESS TO CLEARING AND SETTLEMENT IN THE EU David Henry* I. Introduction As has been the case in network industries such as telecommunications,1 electricity,2 gas,3 and the postal sector,4 the European Union (hereinafter, the “EU”) financial services sector is slowly being prised open and feeling the effects of liberalisation.5 Indeed, a single market in financial services is seen as a fundamental requirement to achieving the, now diluted, goal of transforming the EU into the “most competitive and dynamic knowledge based economy in the world” by 2010. Though a single financial services market currently remains virtual, the launching of the Financial Services Action Plan (hereinafter the “FSAP”) in 1999 has brought considerable progress in this field.6 The FSAP lays down indicative priorities and a timetable for * Research Fellow at the Institute for European Legal Studies, University of Liège, Belgium. My sincerest thanks go to Mark Griffiths of Clifford Chance LLP and Nicolas Petit of the University of Liège for their helpful comments. 1 See, in particular, Directive 96/19 of 13 March 1996 amending Directive 90/388 with regard to the implementation of full competition in telecommunications markets, (1996) O.J. L 74/13.
    [Show full text]
  • Doing Business in the Federal Republic of Germany
    Denver Journal of International Law & Policy Volume 3 Number 2 Fall Article 4 May 2020 Doing Business in the Federal Republic of Germany Georg Kutschelis Follow this and additional works at: https://digitalcommons.du.edu/djilp Recommended Citation Georg Kutschelis, Doing Business in the Federal Republic of Germany, 3 Denv. J. Int'l L. & Pol'y 197 (1973). This Article is brought to you for free and open access by the University of Denver Sturm College of Law at Digital Commons @ DU. It has been accepted for inclusion in Denver Journal of International Law & Policy by an authorized editor of Digital Commons @ DU. For more information, please contact [email protected],dig- [email protected]. DOING BUSINESS IN THE FEDERAL REPUBLIC OF GERMANY* GEORG KUTSCHELIS** I. INTRODUCTION II. PRELIMINARY FORMALITIES A. Residence permit (Aufenthaltserlaubnis) B. Labor permit (Arbeitserlaubnis) C. Registration of business (Gewerbeanmeldung) D. Registration of foreign corporate bodies III. LEGAL ORGANIZATION OF A BUSINESS A. Statutory background B. Some peculiarities of German commercial law 1. Kinds of merchants 2. Commercial register 3. Commercial name (Firma) 4. Commercial agency C. Criteria of companies 1. Capacity to hold legal rights (Rechtsfaehigkeit) 2. The dichotomy of company and association 3. Internal and external companies 4. Person-companies and capital-companies 5. Ownership of company assets D. Kinds of Companies 1. Private law company (Gesellschaft buergerlichen- Rechts) 2. Partnership (Offene Handelsgesellschaft) 3. Limited partnership (Kommanditgesellschaft) 4. Silent partnership (Stille Gesellschaft) 5. Stock corporation (Aktiengesellschaft) 6. Partnership limited by shares (Kommanditgesellschaft auf Aktien) 7. Limited liability company (Gesellschaft mit besch- raenkterHaftung) 8. Limited liability company and partner (GmbH & Co KG) 9.
    [Show full text]
  • Ownership and Control of Private Firms
    WJEC BUSINESS STUDIES A LEVEL 2008 Spec. Issue 2 2012 Page 1 RESOURCES. Ownership and Control of Private Firms. Introduction Sole traders are the most popular of business Business managers as a businesses steadily legal forms, owned and often run by a single in- grows in size, are in the main able to cope, dividual they are found on every street corner learn and develop new skills. Change is grad- in the country. A quick examination of a busi- ual, there are few major shocks. Unfortu- ness directory such as yellow pages, will show nately business growth is unlikely to be a that there are thousands in every town or city. steady process, with regular growth of say There are both advantages and disadvantages 5% a year. Instead business growth often oc- to operating as a sole trader, and these are: curs as rapid bursts, followed by a period of steady growth, then followed again by a rapid Advantages. burst in growth.. Easy to set up – it is just a matter of in- The change in legal form of business often forming the Inland Revenue that an individ- mirrors this growth pattern. The move from ual is self employed and registering for sole trader to partnership involves injections class 2 national insurance contributions of further capital, move into new markets or within three months of starting in business. market niches. The switch from partnership Low cost – no legal formalities mean there to private limited company expands the num- is little administrative costs to setting up ber of manager / owners, moves and rear- as a sole trader.
    [Show full text]
  • List of Active Bayer Companies with at Least a Share of 50% Last Update: 17.8.2020 Country Company
    List of active Bayer companies with at least a share of 50% last update: 17.8.2020 Country Company Algeria Bayer Algerie S.P.A. Argentina Bayer S.A. Argentina Biagro S.A. Argentina Monsanto Argentina SRL Australia Bayer Australia Limited Australia Bayer CropScience Holdings Pty Ltd Australia Bayer CropScience Pty Limited Australia Cotton Growers Services Pty. Limited Australia Imaxeon Pty. Ltd. Australia Monsanto Australia Pty Ltd Bangladesh Bayer CropScience Ltd. Belgium Bayer Agriculture BVBA Belgium Bayer CropScience NV Belgium Bayer NV Bermuda MonSure Limited Bolivia Bayer Boliviana Ltda Bolivia Monsanto Bolivia S.A. Bosnia & Herzeg. Bayer d.o.o. Sarajevo Brazil Alkagro do Brasil Ltda Brazil Bayer S.A. Brazil D&PL Brasil Ltda Brazil Monsanto do Brasil Ltda. Brazil Rede Agro Fidelidade e Intermediacao S.A. Brazil Schering do Brasil Química e Farmacêutica Ltda. Brazil Stoneville Brasil Ltda. Bulgaria Bayer Bulgaria EOOD Burkina Faso Monsanto Burkina Faso SARL Chile Bayer Finance & Portfolio Management S.A. Chile Bayer Finance Ltda. Chile Bayer S.A. Chile Monsanto Chile, S.A. Costa Rica Bayer Business Services Costa Rica, SRL Costa Rica Bayer Medical S.R.L. Costa Rica Bayer S.A. Curacao Pianosa B.V. Germany Adverio Pharma GmbH - 1 - List of active Bayer companies with at least a share of 50% last update: 17.8.2020 Country Company Germany AgrEvo Verwaltungsgesellschaft mbH Germany Alcafleu Management GmbH & Co. KG Germany BGI Deutschland GmbH Germany Bayer 04 Immobilien GmbH Germany Bayer 04 Leverkusen Fußball GmbH Germany Bayer 04 Leverkusen
    [Show full text]
  • Draft.Projectnotice to Street Nov 25 2019.V2
    DR Market Announcement December 29, 2020 JPMorgan Chase Bank, N.A. 500 Stanton Christiana Rd. Newark, DE 19713-2107 To: FINRA Security Name: KONAMI HOLDINGS CORPORATION – Termination of Deposit Agreement JPMorgan Chase Bank, N.A., as depositary under the Amended and Restated Deposit Agreement dated as of April 16, 2015 (the "Deposit Agreement") among KONAMI HOLDINGS CORPORATION (the "Company"), JPMorgan Chase Bank, N.A., as depositary thereunder (the "Depositary"), and all Holders (defined therein) and Beneficial Owners (defined therein) from time to time of American Depositary Receipts issued thereunder evidencing American depositary shares ("ADSs") hereby notifies registered holders of ADRs ("Holders") that the termination provisions of the Deposit Agreement have been amended and the Company has instructed the Depositary to terminate the Deposit Agreement (as amended) effective January 29, 2021. ADR Termination Date: January 29, 2021 Ratio: 1 ADS: 1 Share of Common Stock CUSIP: 50046R101 ADR ISIN: US50046R1014 Underlying ISIN: JP3300200007 Country of Incorporation: Japan Custodian: Sumitomo Mitsui Banking Corporation Please be advised the ADR issuance books for the Company are closed with immediate effect. The ADS cancellation books will remain open until the earlier of (a) February 26, 2021, if prior to March 01, 2021 the Depositary establishes an unsponsored American depositary receipt program in respect of the Company’s shares; (b) March 30, 2021, if prior to March 01, 2021, the Depositary does not establish an unsponsored American
    [Show full text]
  • 1 Information Document for Participants
    Information Document for Participants This Information Document is supplied to you for information purposes, in addition to the information already contained in the 2020 Airbus Employee Share Ownership Plan Rules (“2020 ESOP”), and in accordance with the European Prospectus Regulation (Regulation (EU) 2017/1129). This Information Document shall not constitute a prospectus. Airbus SE (“Airbus”) relies on the exemptions provided in the above-mentioned Regulation regarding the offer of shares to its employees in the context of the 2020 ESOP, and the subsequent admission to trading of these securities. The obligation to publish a prospectus does not apply to the offer of the 2020 ESOP because of Article 1 (4) lit. i) and Article 1 (5) lit. h) of the European Prospectus Regulation 1. The issuer of the securities is Airbus SE, a European public company (Societas Europaea) existing under the laws of The Netherlands, with corporate seat in Amsterdam, The Netherlands, and reg- istered address is Mendelweg 30, 2333 CS Leiden - The Netherlands. The shares of Airbus are traded on Euronext Paris, on the ‘Regulierter Markt’ of the Frankfurt Stock Exchange and on the Madrid, Bilbao, Barcelona and Valencia Stock Exchanges under the trade name of Airbus (and ticker AIR). Additional financial information is available on: http://company.airbus.com/investors 2. The securities subject to the 2020 ESOP concern fully paid ordinary shares (“Shares”) in the capital of Airbus which ordinarily entitle the holder of the Shares to (i) vote at general meetings of share- holders and (ii) receive dividends decided upon at such general meetings of shareholders.
    [Show full text]