(1) The company may grant loans to the members of its management board only on the basis of a resolution adopted by the supervisory board. Such resolution may be adopted only for specific loan transactions, or types of loan transactions, and may not be adopted longer than three months in advance of said transactions. The resolution is to provide for the interest accruing on the loan and the repayment of same. Allowing members of the management board to draw amounts in excess of the emoluments to which they are entitled, namely also allowing them to draw advances towards emoluments, is equivalent to granting a loan. This does not apply to loans not exceeding a monthly salary.
(2) The company may grant loans to its officers vested with full commercial power of attorney (Prokurist) and its agents empowered to bind the company in all aspects of its business (Handlungsbevollmächtigte) only with the consent of the supervisory board. Only upon having obtained the consent of its supervisory board may a controlling company grant loans to any of the following of the controlled company: the legal representatives, officers vested with full commercial power of attorney or agents empowered to bind the company in all aspects of its business; only upon having obtained the consent of the supervisory board of the controlling enterprise may a controlled company grant loans to any of the following of the controlling company: the legal representatives, officers vested with full commercial power of attorney or agents empowered to bind the company in all aspects of its business. Subsection (1) sentences 2 to 5 applies accordingly.
(3) Subsection (2) applies also to loans granted to spouses, partners in a civil union or a minor child of a member of the management board, of some other legal representative, of an officer vested with full commercial power of attorney or of an agent empowered to bind the company in all aspects of its business. Furthermore subsection (2) applies to loans granted to a third party acting for the account of these persons or for the account of a member of the management board, of some other legal representative, of an officer vested with full commercial power of attorney or of an agent empowered to bind the company in all aspects of its business.
(4) Where a member of the management board, an officer vested with full commercial power of attorney or an agent empowered to bind the company in all aspects of its business concurrently is a legal representative or member of the supervisory board of some other legal entity or partner of a commercial partnership, the company may grant a loan to such legal entity or commercial partnership only with the consent of the supervisory board; subsection (1) sentences 2 and 3 applies accordingly. This will not apply if the legal entity or the commercial partnership is affiliated with the company or if the loan is granted in order to enable the payment for goods that the company delivers to the legal entity or the commercial partnership.
(5) Where a loan is granted in contravention of the stipulations of subsections (1) to (4), the loan is to be repaid immediately, irrespective of any agreements to the contrary, unless the supervisory board retroactively grants its consent.
(6) Where the company is a credit institution or financial services provider to which section 15 of the Banking Act is to be applied, the provisions of the Banking Act apply instead of subsections (1) to (5).