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von Göler (Hrsg.) / / § 8

§ 8 Content of application for registration

(1) The following must be enclosed with the application for registration:

  • 1.  the articles of association and, in the case referred to in section 2 (2), the powers of attorney of those representatives who have signed the articles of association, or a certified copy of these documents,
  • 2.  the directors’ legitimation, unless their appointment has been laid down in the articles of association,
  • 3.  a list of shareholders which meets the requirements of section 40 and which has been signed by those applying for registration or bears the qualified electronic signatures of those applying for registration,
  • 4.  in the case referred to in section 5 (4), the agreements on which the determinations are based or which were concluded in respect of their execution, and the report on company formation on the basis of contributions in kind,
  • 5.  if contributions in kind have been agreed, the documents certifying that the value of the contributions in kind equals the nominal value of the shares subscribed to thereby.
  • 6.  (repealed)

(2) The application for registration must include the assurance that the payments against the shares referred to in section 7 (2) and (3) have been effected and that the object of the payments is finally at the free disposal of the directors. Where there are considerable doubts as to the veracity of the assurance, the court may require submission of proof such as, in particular, the production of deposit slips issued by a financial institution or payment service provider established in the European Union.

(3) The directors must give their assurance in the application for registration that there are no circumstances which preclude their appointment in accordance with section 6 (2) sentence 2 nos. 2 and 3 and sentences 3 and 4 and that they have been instructed about their unlimited duty to disclose information to the court. The instruction as referred to in section 53 (2) of the Federal Central Criminal Register Act (Bundeszentralregistergesetz) may be given in writing; it may also be given by a notary or a notary appointed abroad, by a representative of a comparable legal advisory profession or a consular official.

(4) The application for registration must also indicate the following:

  • 1.  a domestic business address,
  • 2.  the nature and extent of the directors’ powers of representation.

(5) Section 12 (2) of the Commercial Code applies accordingly to the submission of documents in accordance with this Act.

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