(1) The members of the management board wind up the company as liquidators.
(2) The by-laws or a resolution adopted by the general meeting may appoint other persons as liquidators. Section 76 (3) sentences 2 to 4 applies accordingly to the selection of the liquidators. A legal entity may also be a liquidator.
(3) Upon a corresponding petition having been filed by the supervisory board or a minority of stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the capital stock or to a stake of 500,000 euros, and where grave cause is given, the court is to appoint the liquidators and to remove them from office. The stockholders are to demonstrate to the satisfaction of the court that they have been holders of the shares of stock for a minimum of three months. A statutory declaration in lieu of an oath made to a court or a notary suffices as satisfactory demonstration. A complaint may be lodged against the decision taken.
(4) The court-appointed liquidators are entitled to reimbursement for their reasonable cash expenditures and to remuneration for their activities. If the court-appointed liquidator and the company do not come to an agreement, then the court will establish the expenditures and the remuneration. A complaint may be lodged against the decision taken; filing a complaint on points of law is precluded. Based on the decision taken, compulsory enforcement can be pursued in accordance with the Code of Civil Procedure.
(5) The general meeting at any point in time may remove liquidators from office who have not been appointed by the court. The general provisions apply to claims arising from the employment agreement.
(6) Subsections (2) to (5) do not apply to the member of the board responsible for human resources and social welfare matters (Arbeitsdirektor) insofar as their appointment and removal from office are governed by the provisions of the Act on Employee Co-Determination in the Iron- and Steel-Producing Industry.