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von Göler (Hrsg.) / / § 43

§ 43 Directors' liability

(1) The directors are required to conduct the company’s affairs with the due care of a prudent businessperson.

(2) Directors who breach the duties incumbent upon them are jointly and severally liable to the company for any damage arising.

(3) In particular, they are liable to compensate where payments have been made in contravention of section 30 from those company assets which are required to maintain the share capital or the company’s own shares have been purchased in contravention of the provisions of section 33. The provisions of section 9b (1) apply accordingly to a claim for compensation. Where compensation has to be paid to satisfy the company’s creditors, the directors’ obligation is not abrogated on account of the fact that they acted in compliance with a resolution passed by the shareholders.

(4) Claims based on the aforementioned provisions become statute-barred after five years.

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