Parent undertakings obliged to prepare accounts

(1) Where an undertaking with its seat (principal establishment) in Germany can exercise, directly or indirectly, a controlling influence over another undertaking, that undertaking (parent undertaking) must prepare accounts in accordance with the following provisions where, for three consecutive consolidated balance sheet dates, at least two of the following three criteria are met in each case:
1. the balance sheet total of a consolidated balance sheet drawn up as at the consolidated balance sheet date exceeds 65 million euro;
2. the revenue of a consolidated profit and loss account drawn up as at the consolidated balance sheet date exceeds, in the twelve months before the balance sheet date, 130 million euro;
3. the group undertakings with their seat in Germany employed, on average, a total of more than five thousand employees in the twelve months before the consolidated balance sheet date.
(2) The balance sheet total under subsection (1) number 1 is the balance sheet total of a consolidated balance sheet drawn up under section 13(2); section 1(2) sentences 2 to 5 applies mutatis mutandis. Where the parent undertaking need not prepare annual financial statements, the balance sheet date of the largest undertaking with its seat in Germany is decisive.
(3) Where an undertaking with its seat (principal establishment) abroad can exercise, directly or indirectly, a controlling influence over another undertaking, and that undertaking controls other undertakings through one or more group undertakings with their seat (principal establishment) in Germany, the undertakings with their seat in Germany that are closest to the group management (parent undertakings) must prepare accounts for their group segment (sub-group) under this Part, where, for three consecutive balance sheet dates of the parent undertaking, at least two of the three criteria of subsection (1) are met for the sub-group. Subsection (2) applies mutatis mutandis.
(4) (repealed)
(5) This Part does not apply where the parent undertaking is a stock corporation, a partnership limited by shares, a limited liability company, a credit institution within the meaning of section 340 of the Commercial Code, a person referred to in section 2(1) numbers 1, 2 and 4 of the Banking Act, an insurance undertaking within the meaning of section 341 of the Commercial Code, or where, as a commercial partnership under section 3(1) sentence 1 number 1, it is not subject to Part 1. Furthermore, commercial partnerships and sole traders are not obliged to prepare consolidated financial statements under this Part where their commercial activity is limited to asset management and they do not perform group management functions.
(6) The following provisions of the Commercial Code apply mutatis mutandis:
1. section 290(2) to (5), on the obligation to prepare, and sections 291 and 292, on exempting consolidated financial statements and group management reports;
2. section 315e, on consolidated financial statements prepared under international accounting standards, though subsection (2) of that provision only where the parent undertaking, by its legal form, falls within the scope of Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ EC L 243, p. 1), as amended from time to time. Where the requirements of section 315e of the Commercial Code are met, section 13(2) sentences 1 and 2 and (3) sentences 1 and 2, in conjunction with section 5(5) of this Act, do not apply.