Annual financial report; authorisation to issue statutory instruments

(1) An undertaking that issues securities as a domestic issuer must prepare, for the close of each financial year, an annual financial report in accordance with Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (OJ L 143, 29.5.2019, p. 1; L 145, 4.6.2019, p. 85), as amended, and must make it available to the public no later than four months after the end of each financial year, where it is not obliged under the provisions of commercial law to disclose the accounting documents referred to in subsection (2), nos. 1 to 3. In addition, every undertaking that issues securities as a domestic issuer must, no later than four months after the end of each financial year and before the time at which the accounting documents referred to in subsection (2) are first made available to the public, publish a notice stating from what time, and at what internet address, the accounting documents referred to in subsection (2) are publicly accessible in addition to their availability in the company register. The undertaking notifies the Bundesanstalt of the notice at the same time as its publication, and transmits it without delay, though not before its publication, to the body responsible for the company register, for entry in the company register. An undertaking that issues securities as a domestic issuer and is subject to the obligation under the first sentence must, at the same time as making the report available to the public under the first sentence, transmit the annual financial report to the body responsible for the company register, for entry in the company register and for forwarding to the central European access point.
(2) The annual financial report must contain at least 1. the annual financial statements, that a) in the case of an undertaking having its seat in a Member State of the European Union or a state party to the Agreement on the European Economic Area, were prepared and audited in accordance with the national law of the undertaking's home state, or b) in the case of an undertaking having its seat in a third country, were prepared and audited in accordance with the requirements of the Commercial Code and bear the auditor's report or the note of its refusal, 2. the management report, that a) in the case of an undertaking having its seat in a Member State of the European Union or a state party to the Agreement on the European Economic Area, was prepared and audited in accordance with the national law of the undertaking's home state, or b) in the case of an undertaking having its seat in a third country, was prepared and audited in accordance with the requirements of the Commercial Code, 3. a declaration in accordance with the requirements of section 264(2), third sentence, and section 289(1), fifth sentence, of the Commercial Code, and 4. a certificate from the Chamber of Public Accountants under section 134(2a) of the Public Accountants Act concerning the registration of the statutory auditor, or a confirmation from the Chamber of Public Accountants under section 134(4), eighth sentence, of the Public Accountants Act concerning exemption from the registration requirement.
(3) The Federal Ministry of Finance may, in agreement with the Federal Ministry of Justice and Consumer Protection, by statutory instrument not requiring the consent of the Bundesrat, adopt further provisions on 1. the minimum content, nature, language, scope and form of the publication under subsection (1), second sentence, 2. the minimum content, nature, language, scope and form of the notification under subsection (1), third sentence, 3. the language in which the information under subsection (2) is to be drawn up, and the period for which that information must remain generally accessible in the company register, and the time at which it is to be deleted.