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Part 8 · Dissolution and declaration of the company’s nullity  ›  Division 1 · Dissolution › Section 269

Representation by the liquidators

(1) The liquidators represent the company in court and outside of court.

(2) Where several liquidators have been appointed, then, unless otherwise determined in the by-laws or by the authority otherwise competent, any and all liquidators have authority to represent the company solely jointly. Where a declaration of intent is to be made to the company, it suffices for it to be made to one liquidator.

(3) It may also be determined in the by-laws or by the authority otherwise competent that individual liquidators have authority to represent the company alone or jointly with an officer of the company vested with full commercial power of attorney (Prokurist). The same may be determined by the supervisory board, provided it has been granted the corresponding authority in the by-laws or by a resolution adopted by the general meeting. Subsection (2) sentence 2 applies accordingly to these cases.

(4) Liquidators having the authority to represent the company jointly may authorise individual liquidators from among their midst to enter into certain business transactions or certain types of business transactions. This applies accordingly where an individual liquidator has authority to represent the company jointly with an officer of the company vested with full commercial power of attorney (Prokurist).

(5) The power of representation of the liquidators may not be restricted.

(6) If liquidators sign for the company, then an addendum is to be included with the business name indicating the fact that the company is being wound up.

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