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MD (2) · No longer MD (1) · Profit Transfer: GELSENWASSER AG · Acquisition: Gasversorgung Westfalica GmbH · Spin-off: Gasversorgung Westfalica GmbH · Capital: €100,000 · Shareholder agreement … Hrb17 Aug 2009 German Trade Register Announcements, Germany (14/08/2009)
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GELSENWASSER 3. Gesellschaft für Projekte mbH,
Unnamed street ??, 20354 Hamburg, Germany
. The shareholders' meeting of July 20, 2009 approved the recasting of the partnership agreement in particular in Section 1 para. (1) (company), 2 (object), 4 (share capital, shares) and 6 (management, representation) and with it decided to increase the share capital by EUR 75,000.00 to EUR 100,000.00 for the purpose of spin-off with the gas supply Westfalica GmbH, Bad Oeynhausen (Amtsgericht Bad Oeynhausen HRB 666). New company: Westfalica GmbH. (1) - the procurement and distribution of energy (gas, electricity and heat) and water, including the production of heat and electricity; - the supply of energy (gas, electricity and heat) and water; - water disposal; - the provision of services in the above-mentioned business areas; - the activity in related business areas, in particular the conduct of all legal transactions and measures which appear to be appropriate to promote the purpose of the company in the broadest sense. 2. In order to achieve the object of the undertaking, the company may, in particular: - construct, acquire, lease and operate all necessary heating systems; Plan and implement projects; - establish and acquire shareholdings in other companies; - establish subsidiaries or branches. €100,000.00. If only one managing director is appointed, he represents the company alone. If several directors are appointed, the company is represented by two directors or by a managing director together with an authorized representative. The power of sole representation may be granted. Managing directors may be authorised to carry out legal transactions on behalf of the company with themselves in their own name or as a representative of a third party. Retired Managing Director: ??????, ???????, Bochum, *??.??.????. Appointed Managing Director: Schneider, Kay-Uwe, Melle, *??.??.????; ?????????, ????????, Bad Oeynhausen, *??.??.????, each with individual representatives. Appointed Managing Director: ?????????, ????????, Bad Oeynhausen, *??.??.????, authorized to represent one person individually. In accordance with the spin-off and takeover agreement of July 17, the Company has 2009 and the approval decisions of its shareholders' meeting of July 20, 2009 and the shareholders' meeting of the transferring entity of July 20, 2009, namely the business unit "Gas Distribution" (including the distribution of electricity and the "near heat" division) of the gas supply Westfalica GmbH, established in Bad Oeynhausen (Amtsgericht Bad Oeynhausen HRB 666), was taken over as a whole by means of the conversion by spin-off. The spin-off shall only become effective upon registration on the register sheet of the transferring entity. A profit transfer agreement was concluded on July 20, 2009 with the GELSENWASSER AG, Gelsenkirchen (Amtsgericht Gelsenkirchen HRB 165) a.s. the dominant company. It was approved by the Shareholders' Meeting of July 20, 2009. In view of the further content, reference is made to the said treaty and to the decisions approving it. As not registered: the creditors of the companies participating in the spin-off shall be required to declare their claim in writing in writing within six months of the date on which the registration of the spin-off in the register of the registered office of the entity of which they are creditors is deemed to be made known in accordance with Paragraph 19 (3) of the UmwG, provided that they cannot claim satisfaction. However, creditors are only entitled to this right if they demonstrate that the spin-off jeopardises the fulfilment of their claim.
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: WESTFALICA GmbH, Bad Oeynhausen, Germany.
