(1) The court is to review whether or not the company duly and properly has been established and whether an application for its registration duly and properly has been filed. Where this is not the case, the court is to refuse to register the company.
(2) The court may also refuse to register the company if the formation auditors declare, or if it is obvious, that the formation report or the report on the audit performed by the members of the management board and of the supervisory board is inaccurate or incomplete or does not comply with statutory provisions. The same applies if the formation auditors declare, or if the court is of the opinion, that the value of the contributions in kind or acquisitions of assets is less, to a greater than negligible degree, than the minimum issue price of the shares to be allotted therefor or than the value of the performance to be provided therefor.
(3) Where the application for registration includes the declaration stipulated by section 37a (1) sentence 1, the court is to review exclusively whether or not the pre-requisites set out in section 37a have been met in determining whether the contributions in kind or acquisitions of assets are of sound value. Solely in cases of an obvious and significant over-valuation does the court have the option of refusing to register the company.
(4) The court may refuse to register the company pursuant to subsection (1) by reason of an inadequate provision having been made in the by-laws, of a provision having been omitted therein or of a provision being null and void, only inasmuch as this provision, its omission or the fact that it is null and void
1. concerns facts or legal relationships that must be provided for in the by-laws pursuant to section 23 (3) or as a result of other, mandatory statutory provisions or that are to be entered in the Commercial Register or of which notice is to be given by publication by the court,
2. violates provisions that exclusively serve, or mainly serve, to protect the creditors of the company or that otherwise serve the public interest, or
3. will cause the by-laws to be null and void.