(1) A parent enterprise that, concurrently, is a subsidiary enterprise of a 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 will not be required to draw up consolidated financial statements or a consolidated management report if its parent enterprise discloses consolidated financial statements and a consolidated management report, all of them in German or English, that are compliant with the requirements of subsection (2), including the audit report or the adverse audit report, in accordance with the provisions governing the consolidated financial statements and consolidated management report that are not required to be drawn up. Exempting consolidated financial statements and an exempting consolidated management report may be drawn up by any enterprise, independently of its legal form and size, if that enterprise would be under obligation, as a share capital company 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, to draw up consolidated financial statements that include the parent enterprise that is to be exempted and its subsidiary enterprises.
(2) The consolidated financial statements and consolidated management report of a 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 will have exemptive effect where
1. the parent enterprise to be exempted and its subsidiary enterprises have been included in the exempting consolidated financial statements notwithstanding section 296,
2. the exempting consolidated financial statements have been drawn up in accordance with the laws applicable to the parent enterprise in conformity with Directive 2013/34/EU or in conformity with the international accounting standards designated in section 315e (1), and where they have been audited in conformity with Directive 2006/43/EC,
3. the exempting consolidated management report has been drawn up according to the laws applicable to the parent enterprise in conformity with Directive 2013/34/EU and has been audited in conformity with Directive 2006/43/EC,
4. the notes to the annual financial statements of the enterprise to be exempted provide the following particulars:
a) the name and seat of the parent enterprise drawing up the exempting consolidated financial statements and the consolidated management report,
b) an indication of the exemption from the obligation to draw up consolidated financial statements and a consolidated management report, and
c) an explanation of the accounting, valuation and consolidation methods applied in derogation from German law in drawing up the exempting consolidated financial statements.
Sentence 1 applies accordingly to credit institutions and insurance enterprises; notwithstanding the other pre-requisites set out in sentence 1, the exempting consolidated financial statements and the exempting consolidated management report are to be drawn up by credit institutions in conformity with Council Directive 86/635/EEC of 8 December 1986 on the annual financial statements and consolidated accounts of banks and other financial institutions (OJ L 372 of 31 December 1986, p. 1; L 316 of 23 November 1988, p. 51), last amended by Directive 2006/46/EC (OJ L 224 of 16 August 2006, p. 1), and by insurance enterprises in conformity with Council Directive 91/674/EEC of 19 December 1991 on the annual financial statements and consolidated accounts of insurance enterprises (OJ L 374 of 31 December 1991, p. 7), last amended by Directive 2006/46/EC (OJ L 224 of 16 August 2006, p. 1).
(3) A parent enterprise may not take recourse to the exemption pursuant to subsection (1), despite the pre-requisites pursuant to subsection (2) having been met, if
1. the parent enterprise to be exempted takes recourse to an organised market within the meaning of section 2 (11) of the Securities Trading Act by means of the securities it issues within the meaning of section 2 (1) of the Securities Trading Act,
2. shareholders holding a participating interest, in the case of stock corporations and public partly limited partnerships, of no less than ten per cent in the parent enterprise to be exempted and holding a participating interest, in the case of limited liability companies, of no less than twenty per cent in the parent enterprise to be exempted have moved, at a point in time no later than six months prior to expiry of the financial year of the group, that consolidated financial statements and a consolidated management report be drawn up.