(1) The legal representatives of a share capital company are to supplement the annual financial statements (section 242) by notes that, together with the balance sheet and the profit and loss account, form a single whole; they also are to draw up a management report. The legal representatives of a publicly traded share capital company that is not obliged to draw up consolidated financial statements are to supplement the annual financial statements by a statement of cash flows and statement of changes in equity forming a single whole together with the balance sheet, profit and loss account and the notes; they may supplement the annual financial statements by segment reporting. The legal representatives are to draw up the annual financial statements and the management report within the first three months of the financial year for the past financial year. Small share capital companies (section 267 (1)) are not required to draw up a management report; they may draw up the annual financial statements also at a later point in time if this is commensurate with the due and proper course of business, but must do so within the first six months of the financial year. Micro share capital companies (section 267a) are not required to supplement the annual financial statements by notes if they provide the following at the foot of the balance sheet:
1. the particulars set out in section 268 (7),
2. the particulars set out in section 285, number 9, letter c, and,
3. if they are a stock corporation, the particulars set out in section 160 (3) sentence 2 of the Stock Corporation Act (Aktiengesetz).
(1a) The annual financial statements are to state the business name, the seat, the court of registration and the number under which the company has been entered in the Commercial Register. Where the company is in liquidation or is in the process of being wound up, this is to be disclosed as well.
(2) The annual financial statements of the share capital company are to present accurately the share capital company’s assets, liabilities, financial position and profit or loss in keeping with its actual circumstances and are to comply with the principles of proper accounting. Where, due to special circumstances, the annual financial statements do not accurately present the actual circumstances within the meaning of sentence 1, additional information is to be provided in the notes. The members of the representative body of a share capital company that issues securities (section 2 (1) of the Securities Trading Act (Wertpapierhandelsgesetz) as a domestic issuer (section 2 (14) of the Securities Trading Act) and that is not a share capital company within the meaning of section 327a are to give an assurance in a written declaration to be attached to the annual financial statements that, to the best of their knowledge, the annual financial statements accurately present the actual circumstances within the meaning of sentence 1 or that the notes include information as stipulated in sentence 2. Where a micro share capital company takes recourse to the eased requirement pursuant to subsection (1) sentence 5, the additional information required under sentence 2 is to be included at the foot of the balance sheet. The operative assumption is that annual financial statements drawn up with due regard having been had to the eased requirements for micro share capital companies are compliant with the requirements set out in sentence 1.
(3) A share capital company that is not publicly traded within the meaning of section 264d and that, because it is a subsidiary enterprise, is included in the consolidated financial statements of its parent enterprise, such parent enterprise having its seat in a Member State of the European Union or in some other state party to the Agreement creating the European Economic Area, is not required to apply the provisions of this Subdivision and of Subdivisions 3 and 4 of this Division if all of the pre-requisites set out hereinbelow have been met:
1. All of the subsidiary enterprise’s shareholders have approved the exemption for the respective financial year;
2. the parent enterprise has declared that it guarantees, for the subsequent financial year, the commitments entered into by the subsidiary enterprise up until the balance sheet date;
3. the consolidated financial statements of the parent enterprise and its consolidated management report have been drawn up and audited pursuant to the laws of the state in which the parent enterprise has its seat, and in conformity with the following Directives:
a) Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182 of 29 June 2013, p. 19), last amended by Directive (EU) 2021/2101 (OJ L 429 of 1 December 2021, p. 1);
b) Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157 of 9 June 2006, p. 87), last amended by Directive 2014/56/EU (OJ L 158 of 27 May 2014, p. 196);
4. the exemption of the subsidiary enterprise has been stated in the notes to the consolidated financial statements of the parent enterprise and
5. the following have been disclosed with regard to the subsidiary enterprise pursuant to section 325 (1) to (1b):
a) the resolution pursuant to number 1,
b) the declaration pursuant to number 2,
c) the consolidated financial statements,
d) the consolidated management report and
e) the audit report on the consolidated financial statements of the parent enterprise and on its consolidated management report pursuant to number 3.
Where the parent enterprise has already disclosed individual or all of the documents designated in sentence 1 under number 5, the subsidiary enterprise is not required to once again disclose the documents concerned if they are locatable in the Business Register in the entry for the subsidiary enterprise; section 326 (2) is not to be applied to this disclosure. Sentence 2 will apply only if the parent enterprise has disclosed the document concerned in the German or English language, or if the subsidiary enterprise additionally discloses a certified translation of this document into German pursuant to section 325 (1) to (1b).
(4) Subsection (3) is not to be applied if a share capital company is the subsidiary enterprise of a parent enterprise that has drawn up consolidated financial statements pursuant to the provisions of the Financial Accounting and Disclosures Act (Publizitätsgesetz), and if, in said consolidated financial statements, the reporting option has been elected that has been provided for by section 13 (3) sentence 1 of the Financial Accounting and Disclosures Act; section 314 (3) hereof remains unaffected.