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von Göler (Hrsg.) / / § 31
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§ 31 Reimbursement of prohibited repayments

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

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

(3) If the reimbursement cannot be collected from the recipient, the remaining shareholders are liable, in proportion to their shares, for the amount to be reimbursed, insofar as it is necessary to satisfy the company’s creditors. Amounts which cannot be collected from individual shareholders are 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 cannot be released from these obligations.

(5) The company’s claims in the cases referred to in subsection (1) become statute-barred after 10 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) sentence 2 applies accordingly 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 are jointly and severally liable to pay compensation to the shareholders. The provisions of section 43 (1) and (4) apply accordingly.

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