(1) The management board represents the company before the courts and outside of court. Where a company does not have a management board (lack of management), the company is represented by the supervisory board for the case that declarations of intent are made to it or documents served on it.
(2) Where the management board consists of several persons, any and all members of the management board have authority to represent the company only jointly, unless the by-laws stipulate otherwise. Where a declaration of intent is to be made to the company, it suffices for such declaration to be made to a member of the management board or, in the case governed by subsection (1) sentence 2, to a member of the supervisory board. Declarations of intent to the company may be made to, and documents for the company may be served on, the company’s representatives set out in subsection (1) at the address entered in the Commercial Register. Notwithstanding the above, the declarations may be made, and the documents served, also at the registered address of the person authorised to receive service of documents pursuant to section 39 (1) sentence 2.
(3) The by-laws may also stipulate that individual members of the management board have authority to represent the company alone or jointly with an officer of the company vested with full commercial power of attorney (Prokurist). The supervisory board may make the same stipulation provided the by-laws have granted it authority to do so. In these cases, subsection (2) sentence 2 applies accordingly.
(4) Members of the management board having authority to represent the company jointly may grant authority to individual members to engage in specific transactions or specific types of transactions. This applies accordingly if an individual member of the management board has authority to represent the company jointly with an officer of the company vested with full commercial power of attorney (Prokurist).