Commencement and duration of the obligation to prepare accounts

(1) The undertaking must, for the first time, prepare accounts for the third of consecutive balance sheet dates for which at least two of the three criteria in section 1(1) are met. However, it must already prepare accounts for the first balance sheet date for which at least two of the three criteria in section 1(1) are met if, during the financial year, the assets of another undertaking have passed to the undertaking as a whole, by transformation or otherwise, and at least two of the three criteria in section 1(1) were met by that other undertaking at the two preceding balance sheet dates; this applies even where the other undertaking was not required to prepare accounts under this Part. An undertaking need no longer prepare accounts under this Part where, for three consecutive balance sheet dates, at least two of the three criteria in section 1(1) are no longer met.
(2) The legal representatives of an undertaking for which, for the first time as at a balance sheet date, at least two of the three criteria in section 1(1) are met must transmit without delay, electronically (section 12(2) of the Commercial Code), to the body maintaining the company register, the declaration for entry in the company register that two of the three criteria in section 1(1) are met as at that balance sheet date. The legal representatives must likewise transmit a corresponding declaration, without delay and electronically, to the body maintaining the company register for entry in the company register for each of the following two balance sheet dates, where the criteria are also met as at that balance sheet date.
(3) The court must appoint examiners to investigate whether an undertaking must prepare accounts under this Part where there is reason to assume that the undertaking is obliged to prepare accounts under this Part. Where the undertaking has a supervisory board, that board, in addition to the legal representatives, must also be heard before the appointment. An appeal lies against the decision. Section 142(6), sections 143, 145(1) to (3), and section 146 of the Stock Corporation Act, and section 323 of the Commercial Code, apply mutatis mutandis to the selection of the examiners, the reimbursement of reasonable out-of-pocket expenses and remuneration of the examiners, the responsibility and rights of the examiners, and the costs; however, the costs are borne by the public purse where no obligation to prepare accounts under this Part exists. The examiners must report in writing on the result of the examination and sign the report. They must submit it without delay to the court and to the legal representatives; where the report concludes that the undertaking is obliged to prepare accounts under this Part, the report must also be transmitted electronically to the body maintaining the company register, for entry there. On request, the legal representatives must provide every shareholder with a copy of the report.
(4) Subsections (1) to (3) do not apply in the case of section 1(3).