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Part 3 · Legal relationships of the company and of the shareholders › Section 65

Duty of preceding endorsers to pay

(1) Each of the expelled stockholder’s preceding endorsers entered in the share register will be liable to the company for payment of the amount in arrears inasmuch as this cannot be obtained from the expelled stockholder’s subsequent endorsers. The company is to notify the endorser immediately preceding a former stockholder of a call for payment it has issued. It will be assumed that payment cannot be obtained if it is not received in the course of one month following the call for payment and the notification of the preceding endorser. The new certificate is to be delivered in return for payment of the amount in arrears.

(2) Each preceding endorser will be obligated to pay only those amounts that are called in in the course of two years. The time limit will commence running on that day on which an application is filed to have the transfer of the share of stock entered in the share register of the company.

(3) Where no payment of the amount in arrears can be obtained from preceding endorsers, the company is to sell the share of stock without undue delay at the stock exchange price and, should no stock exchange price exist, the company is to sell the shares of stock at public auction. If a public auction at the company’s seat does not hold out reasonable prospects of success, the share of stock is to be sold at a location that is suitable. Notice of the time and location of the sale at public auction as well as the items to be sold at same is to be given by publication. The expelled stockholder and their preceding endorsers are to be notified separately; such notification may be forgone if it is not expedient. The notice by publication must be made and the notification must be issued no later than two weeks prior to the sale at public auction.

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