Last Updated on May 29, 2021 by LawEuro
Stock Corporation Act (Laws / Regulations of Germany)
Chapter 2
Declaration of nullity of the company
Section 275
Action for declaration of nullity
(1) Where the by-laws do not make any provisions governing the amount of the share capital or the purpose of the enterprise, or where the provisions made in the by-laws regarding the purpose of the enterprise are null and void, each stockholder and each member of the management board and of the supervisory board may file an action to have the nullity of the company declared. The action may not be based on other grounds.
(2) Where it is possible to remedy the deficiency pursuant to section 276, the action may be filed only once a person entitled to bring an action has called on the company to remedy the deficiency and the company has failed to comply with this call within a period of three (3) months.
(3) The action must be brought within three (3) years following entry in the register of the company. A cancellation ex officio of the company pursuant to section 397 (1) of the Act on Proceedings in Family Matters and in Matters of Non-contentious Jurisdiction (FamFG) is not precluded by the lapse of time.
(4) Section 246 subsections (2) to (4), sections 247 and 248 (1), first sentence, sections 248a and 249 (2) shall apply mutatis mutandis to the action for avoidance. The management board is to file with the Commercial Register a certified copy of the writ of complaint as well as the final and conclusive judgment. An entry is to be made of the company’s nullity by reason of a final and conclusive judgment.
Section 276
Remediation of deficiencies
A deficiency concerning the provisions governing the purpose of the enterprise may be remedied, observing the stipulations of the law and of the by-laws concerning amendments of the by-laws.
Section 277
Effect of the entry in the register of nullity
(1) Where the company’s nullity by reason of a final and conclusive judgment or of a decision taken by the court of registration has been entered in the Commercial Register, the company shall be wound up according to the regulations governing the winding up in the case of dissolution.
(2) The nullity shall not affect the validity of the legal transactions entered into on the company’s behalf.
(3) The shareholders are to make the contributions insofar as this is necessary to settle the liabilities that have been entered into.
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