von Göler (Hrsg.) / / § 31

§ 31 Reimbursement of prohibited repayments

(1) Payments which have been made in contravention of the provisions set out in section 30 must be reimbursed to the company.

(2) If the recipient was acting in good faith, reimbursement may only be requested in so far as it is necessary to satisfy the company’s creditors.

(3) If the reimbursement cannot be collected from the recipient, the remaining shareholders shall be liable, in proportion to their shares, for the amount to be reimbursed, in so far as it is necessary to satisfy the company’s creditors. Amounts which cannot be collected from individual shareholders shall be distributed across the remaining shareholders in the same proportion referred to in the above.

(4) Those obligated to make payments on the basis of the above provisions may not be released from these obligations.

(5) The company’s claims in the cases referred to in subsection (1) shall become statute-barred after ten years and in the cases referred to in subsection (3) after five years. The period of limitation begins to run at the end of that day on which the payment whose reimbursement is being claimed is made. Section 19 (6), second sentence, shall apply mutatis mutandis in the cases referred to in subsection (1).

(6) As regards the reimbursement of a payment made in the cases referred to in subsection (3), the directors who are at fault for the payment made shall be jointly and severally liable to pay compensation to the shareholders. The provisions set out in section 43 (1) and (4) shall apply mutatis mutandis.

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