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von Göler (Hrsg.) / Christian Rolf / § 37

§ 37 Restrictions on power of representation

(1) The directors are obligated vis-à-vis the company to observe those restrictions which have been set out in the articles of association as regards the extent of their power to represent the company or, unless otherwise provided therein, by resolutions passed by the shareholders.

(2) A restriction of the directors’ power to represent the company has no legal effect in respect of third persons. This in particular applies to those cases in which the representation is restricted to certain business or types of business only or only under certain circumstances or for a certain period of time or in specific places, or where the consent of the shareholders or a company organ is required for the conduct of specific business.

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