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MD (6) · Merger: Bitzer Kühlmaschinenbau GmbH & Co. Holding KG, Schaufler Beteiligungs-GmbH · Change of headquarters: Bitzer SE · Capital: €32M · Proxy policy · Company statute · Corporate Purpose Hrb15 Sept 2008 German Trade Register Announcements, Germany (11/09/2008)
Overview
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Bitzer SE, Sindelfingen (
Unnamed street ??, 71065 Sindelfingen, Germany
). European AG (SE). Statutes of September 3, 2007 with several amendments. The Annual General Meeting of July 14, 2008 approved the amendment of the Articles of Association in Section 2 (seat). The seat is moved from Düsseldorf (Amtsgericht Düsseldorf HRB 58459) to Sindelfingen. The aim is to manage undertakings and to manage shareholdings in undertakings active in particular in the following business areas: -manufacture and distribution of refrigeration machinery and air conditioning equipment, installations and systems of all kinds, as well as parts and assemblies for such and other technical products; -carrying out development work and construction, in particular in the field of refrigeration and air conditioning; -advice in the field of development and manufacturing, in particular in the field of refrigeration and air conditioning; -advice and development of data processing and the creation and distribution of data processing products; -marketing of goods using trademark rights; -providing financial services. The company's activities include, in particular, the acquisition, holding and management and sale of shareholdings in such undertakings, their pooling under uniform management and their support and advice, including the acquisition of services for those undertakings. Share capital: EUR 32,000,000.00. General representation arrangements: If only one managing director is appointed, he shall represent the company alone. Where several managing directors are appointed, the company shall be represented jointly by two managing directors or by an executive director with one authorized representative. Sole power of representation and exemption from the prohibition of multiple representation (Section 181 Alt. 2 BGB) may be granted. Managing Director: ???????, ??????, Leinfelden-Echterdingen, *??.??.????; ?????, ???????, Stuttgart-Degerloch, *??.??.????; ??????, ???? ????, Reutlingen, *??.??.????; Dr. ???????, ?????????, Holzgerlingen, *??.??.????; Wehrle, Christian, Plochingen, *??.??.????, each with the power to enter into legal transactions on behalf of the company as a representative of a third party. Managing Director: ?????????, ?????, Sindelfingen, *??.??.????, authorized to represent each other individually with the power to enter into legal transactions on behalf of the company as a representative of a third party. The company, as the acquiring entity, has merged with the Bitzer Kühlmaschinenbau GmbH & Co. Holding KG, based in Sindelfingen (Amtsgericht Stuttgart HRA 241491), on the same day in accordance with the re-establishment and merger agreement of June 17, 2008 and the resolution of its annual general meeting of June 17, 2008 and the shareholders' meeting of the transferring entity from the same date. The company is merged a.s. the acquiring entity with the Schaufler Beteiligungs-GmbH with its registered office in Sindelfingen (Amtsgericht Stuttgart HRB 240846) in accordance with the merger agreement of June 17, 2008 a.s. well a.s. the approval decisions of its and the shareholders' meeting of the transferring entity of June 17, 2008. By resolution of the Annual General Meeting of June 17, 2008, the Board of Directors is authorised to increase the share capital by up to EURO 16,000,000.00 by issuing new registered no-par value shares in exchange for cash deposits and/or non-cash contributions by may 31, 2013 (authorized capital).
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: BITZER SE, Sindelfingen, Germany.