Par. 71
Representation of the Joint Stock
Corporation |
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(1) The joint stock corporation is represented by the Vorstand in
legal and extra-judicial matters.
(2) In case the Vorstand consists of
several members, only all Vorstand members jointly are entitled to make
declarations (Willenserklaerungen) and to sign for the corporation, unless the
articles of incorporation stipulate otherwise. The Vorstand can authorize
individual Vorstand members to transact certain business or certain kinds of
business. If a declaration has to be made to the corporation, it is sufficient
to make it to one of the Vorstand members.
(3) The articles of
incorporation can also stipulate that individual Vorstand members alone, or
together with a Prokurist, shall be authorized to represent the corporation.
The Aufsichtsrat can determine the same if the articles of incorporation have
thus authorized it. Subparagraph (2), sentence 2 and 3, applies to these cases
accordingly. |
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Par. 72
Signing by the Vorstand |
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| The Vorstand has to sign in a manner that the persons who are signing
add their own signatures to the firm (name) of the corporation or to the
designation of the Vorstand. |
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Par. 73
Change of the Vorstand and of the Representative
Authority of its Members |
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(1) The Vorstand has to announce for entry into the commercial
register (zur Eintragung in das Handelsregister) each change of the Vorstand,
or of the representative authority of a Vorstand member, as well as any
ordinance of the Aufsichtsrat, according to par. 71, sub-paragraph 3, sentence
2.
(2) The documents concerning the change or ordinance are to be added
to the announcement in the original, or in a publicly certified copy for the
court at the seat of the corporation.
(3) The new Vorstand members have
to affix their signatures for custody [zur Aufbewahrung] in the
court. |
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Par. 74
Limitation of the Representative
Authority |
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| (1) The Vorstand, in relation to the corporation, is obliged to
observe the limitations which the articles of incorporation or
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. 
