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von Göler (Hrsg.) / / § 66

§ 66 Liquidators

(1) Where a company is wound up, then, except in the event of insolvency proceedings being opened against the company, it falls to the directors to liquidate the company, unless this task is assigned to other persons in the articles of association or by a resolution passed by the shareholders.

(2) Upon the application of shareholders whose shares together amount to at least one tenth of the share capital, the liquidators may be appointed by the court for important reasons.

(3) The liquidators may be dismissed by the court under the same conditions as apply to their appointment. Liquidators who are not appointed by the court may also be dismissed by a resolution passed by the shareholders before the end of the period for which they were appointed.

(4) Section 6 (2) sentences 2 to 4 applies accordingly when selecting the liquidators.

(5) If the company has been dissolved by deletion from the Commercial Register for lack of funds, the company is liquidated only if it transpires after the deletion that there are assets which need to be distributed. The liquidators are to be appointed by the court upon the application of a party concerned.

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