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Part 2 · Formation of the company › Section 23

Establishment of the by-laws

(1) The by-laws must be established by way of being recorded by a notary. Authorised representatives may act only if they have a power of attorney certified by a notary.

(2) The deed is to set out the following particulars:

1.  the founders;

2.  for par-value shares: the nominal amount; for no-par-value shares: their number, the issue price and, if several classes of stock exist, the classes of the stock that each founder will acquire;

3.  the amount of the capital stock that has been paid in.

(3) The by-laws must determine:

1.  the company’s business name and its seat;

2.  the purpose of the enterprise; specifically, industrial and trade enterprises are to provide details regarding the nature of the products and goods that it is intended to manufacture and trade;

3.  the amount of the capital stock;

4.  the division of the capital stock either into par-value shares or into no-par-value shares; for par-value shares, their nominal amounts and the number of the shares per nominal amount are to be cited; for no-par-value shares, their number; furthermore, if several classes of stock exist, the class of the stock and the number of shares of stock making up each class;

5.  whether the shares of stock are issued as bearer shares or registered in the names of their holders;

6.  the number of members the management board is to have, or the rules according to which this number will be established.

(4) Furthermore, the by-laws must include determinations as to the formal requirements applying to the company’s notices by publication.

(5) The by-laws may deviate from the provisions of the present Act only where this has been expressly permitted. Supplementing the by-laws by additional determinations is permissible unless the present Act provides conclusively for the matter.

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