Facts
The [X. AG] was founded in 2003 and has its seat in [J.] (Canton of Aargau). Its purpose is the manufacture, trade, and provision of services with building elements of any kind. On March 7, 2012, the deletion of [A.] as a member of the board of directors of [X. AG] was published in the Swiss Commercial Gazette (SHAB). The company then only had a board of directors with a residence in Austria and a collectively authorized director with a residence in Switzerland.
By public notice in the SHAB of April 5, 2012, the Commercial Register Office of the Canton of Aargau pointed out to [X. AG] that the company did not have the mandatory organization prescribed by law, and requested it, based on Art. 154 CRO, to restore the lawful state within 30 days and to register the corresponding entry. The set deadline expired unused.
By application of May 23, 2012, the Commercial Register Office submitted to the Commercial Court of the Canton of Aargau, based on Art. 941a para. 1 CO, the request to take the necessary measures in the sense of Art. 731b CO due to defects in the mandatory organization of [X. AG] .
Considerations
The Federal Court partially upheld the appeal and repealed the dispositional items 1-4 of the contested decision of the Commercial Court of the Canton of Aargau of August 20, 2012. The organizational defect procedure was deemed moot.
The appellant had claimed that the company had been dissolved by resolution of the general meeting of July 16, 2012, and [B.] with a residence in [K.] had been appointed as liquidator with sole signature. These facts were entered in the journal of the commercial register on August 17, 2012, whereby the…