(1) The founders are liable as joint and several debtors to the company for the accuracy and completeness of the statements made for the purpose of forming the company, such statements concerning the acquisition of the shares of stock, amounts paid in for the shares of stock, appropriation of the amounts paid in, special benefits, formation expenses, contributions in kind and acquisitions of assets. Furthermore, they are responsible for ensuring that any entity determined as the entity that is to accept payments towards the capital stock (section 54 (3)) is suited for this purpose and that the amounts paid in are available to be disposed over by the management board at its discretion. Notwithstanding their obligation to provide compensation for the damage that may otherwise accrue, they are to make payments that have been failed to be made and are to provide compensation for any remuneration that is not included as part of the formation expenses.
(2) Where the company’s founders intentionally or grossly negligently cause damage to same through contributions, acquisitions of assets or formation expenses, all founders are liable as joint and several debtors to compensate the company for such damage.
(3) A founder is released from these obligations if they were neither aware of the facts giving rise to the duty to provide compensation nor, while exercising the due care of a prudent businessperson, had reason to be aware of them.
(4) Where the company suffers a loss because a stockholder is unable to pay their debts as they become due or because the stockholder is unable to make a contribution in kind, those founders are liable as joint and several debtors to provide compensation to the company who accepted the stockholder’s taking an ownership interest in the company in spite of being aware of their inability to pay their debts as they become due or their inability to perform in accordance with their obligations.
(5) Besides the founders, those persons are liable and responsible in like manner for the account of whom the founders have acquired shares of stock. They cannot rely on their own lack of knowledge of any circumstances of which a founder acting for their account was aware or had reason to be aware.