whether all necessary formation requirements have been met.127 If the court comes to the conclusion that the AG has been duly established, it will register the company in the Commercial Register. Upon registration, the AG will come into legal existence.

2.4.2  Dissolution and Liquidation

2.4.2.1  Dissolution

AnAG may be dissolved for one of the following legal reasons for dissolution (Auflösungsgrund ) set forth in Sec. 262AktG:

•Expiration of the ‘lifetime’ of the AG as according to the time period stipulated in the articles of association;

•Resolution of the stockholders’meeting deciding to dissolve the company;

•Initiation of insolvency proceedings;

•Final court rejection to initiate insolvency proceedings due to lack of sufficient assets pursuant to Sec. 394 of theAct on Legal Proceedings in Family Law Matters and in Non-Contentious Jurisdiction (FamFG);

•Declaration of the Commercial Register court that the articles of association have been found to be incomplete or defective in essential points;

•Order of deletion due to a complete lack of assets (Vermögenslosigkeit). Furthermore, the AG may be dissolved due to a declaration by the courts resulting from an action of a stockholder or the management board to declare the company null and void.128 Such action may be brought on grounds that essential provisions of the articles of association are missing or defective, and is only permissible within three years after the company has been registered in the Commercial Register.

2.4.2.2  Liquidation

From the moment of dissolution the AG’s remaining existence exclusively serves the purpose of liquidating its assets, satisfying its creditors from the proceeds and distributing the remains to the stockholders.

As a general rule, members of the management board will act as liquidators.129 They are responsible for taking the necessary steps to wind up the AG, e.g. to execute contracts, to satisfy creditor claims and to sell and dispose of company assets. Similar to the procedure in insolvency proceedings, creditors will be requested by way of publication to register their claims. Any proceeds that remain after all registered claims have been satisfied and after the liquidators have received their remuneration shall be distributed among the stockholders according to their share in the registered stock capital.130 The liquidation procedure is concluded by deletion of theAG from the Commercial Register.131

127  See Sec. 38AktG.

128  See Sec. 275AktG.

129  See Sec. 265 para. 1AktG.

130  See Secs. 271 para. 1, 265 para. 4 and 5AktG. 131  See Sec. 273AktG.