(1) The members of the representative body of a share capital company are to disclose the following documents, if such documents are to be drawn up or prepared, on behalf of the company, such documents being in German:
1. the annual financial statements as adopted, the management report, the audit report or the adverse audit report and the declarations within the meaning of section 264 (2) sentence 3 and section 289 (1) sentence 5, as well as
2. the report of the supervisory board and the declaration stipulated by section 161 of the Stock Corporation Act.
The documents are to be transmitted electronically to the body maintaining the Business Register for inclusion in the Business Register.
(1a) The documents pursuant to subsection (1) sentence 1 are to be transmitted no later than one year following the balance sheet date for the financial year to which they relate. Where the documents pursuant to subsection (1) sentence 1 number 2 are not available within the time limit set, they are to be disclosed pursuant to subsection (1) without undue delay once they have become available.
(1b) Where the annual financial statements or the management report are amended, that amendment as well is to be disclosed pursuant to subsection (1) sentence 1. Where the annual financial statements only include the proposal for the appropriation of the profit / treatment of loss, the resolution concerning the appropriation of the profit / treatment of loss is to be disclosed pursuant to subsection (1) sentence 1 once it has become available.
(2) (repealed)
(2a) Where the disclosure is made for a large share capital company (section 267 (3)) in accordance with subsection (1) read in conjunction with section 8b (2) no. 4, standalone financial statements may take the stead of the annual financial statements that have been drawn up in accordance with the international accounting standards designated in section 315e (1). An enterprise that elects this reporting option is to follow fully and completely the standards set out therein. Section 243 (2), sections 244, 245, 257, section 264 (1a) and (2) sentence 3, section 285 number 7, number 8 (b), nos. 9 to 11a, 14 to 17, section 286 (1) and (3) are to be applied to such financial statements. The obligation to disclose a management report remains unaffected; the management report pursuant to section 289 also must make reference, in the scope required, to the standalone financial statements pursuant to sentence 1. The other provisions of Subdivision 2 of Division 1 and of Subdivision 1 of Division 2 do not apply in this regard. In those cases in which it is not possible to meet the pre-requisite set out in sentence 2 due to section 286 (1) being applied to the notes, the reporting option pursuant to sentence 1 will no longer be given.
(2b) The disclosure of the standalone financial statements will have exemptive effect pursuant to subsection (2a) in those cases
1. in which, instead of the audit report or the adverse audit report issued by the statutory auditor on the annual financial statements, the corresponding report on the financial statements pursuant to subsection (2a) is included in the disclosure under subsection (1),
2. in which the proposal for the appropriation of the profit / treatment of loss and, as the case may be, the resolution in that regard is included in the disclosure under subsection (1), citing the net income for the year or net loss for the year, and
3. in which the annual financial statements are transmitted electronically together with the audit report or the adverse audit report in German, subject to the stipulations of subsection (1a) sentence 1 and of subsection (4), to the body maintaining the Business Register for inclusion in same by way of permanent lodgment.
(3) Subsections (1) to (1b) sentence 1 and subsection (4) sentence 1 apply accordingly to the members of the representative body of a share capital company who are to draw up consolidated financial statements and a consolidated management report.
(3a) Where the consolidated financial statements are disclosed together with the annual financial statements of the parent enterprise or together with standalone financial statements drawn up by the parent enterprise pursuant to subsection (2a), the audit reports of the statutory auditor pursuant to section 322 on both financial statements may be combined; in such event, the respective auditor’s additional reports also may be combined.
(4) In the case of a share capital company within the meaning of section 264d, the time limit defined in subsection (1a) sentence 1 will not exceed four months. The point in time at which the documents are transmitted will govern in determining compliance with the time limits set pursuant to sentence 1 and subsection (1a) sentence 1.
(5) Duties of the company based on the law, its articles of association or its statutes to in some other manner publish, submit or make accessible to persons the annual financial statements, the standalone financial statements pursuant to subsection (2a), the management report, the consolidated financial statements or the consolidated management report remains unaffected.
(6) Section 11 and section 12 (2) apply accordingly to the documents to be transmitted to the body maintaining the Business Register for inclusion in the Business Register; section 325a (1) sentence 5 and section 340l (2) sentence 6 remain unaffected.