The Act on Electronic Commercial and Associations Registers and on the Company Register (Gesetz über elektronische Handelsregister und Genossenschaftsregister sowie das Unternehmensregister; effective as of 1 January 2007) included some changes regarding the publication of annual accounts of German companies and business entities.

Subject to publication are in particular stock corporations (AG), limited liability companies (GmbH), and general or limited partnerships (OHG/KG) which do not have a natural person as general partner.

Under the Act on Electronic Commercial and Associations Registers and on the Company Register, the new electronic Company Register (Unternehmensregister) was introduced which is available to the public on the website www.unternehmensregister.de. The electronic Company Register contains information about a company which has to be disclosed to the public under various provisions of German corporate, capital markets and insolvency laws. 

German companies are required to submit their annual accounts which have to be disclosed under applicable statutory law to the electronic Federal Gazette (elektronischer Bundesanzeiger) which will then publish the information on its own platform www.ebundesanzeiger.de and in the electronic Company Register. Thus, it is now no longer necessary to file the annual financial statements with the local Commercial Register in paper form; instead, the simple electronic filing with the electronic Federal Gazette is sufficient.

The new legal provisions apply to all annual financial statements subject to publication requirements (and consolidated financial statements, where applicable) for financial years beginning after 31 December 2005. Accordingly, if the financial year of your company or group is the calendar year, the new requirements would first apply to annual financial statements for the year ended 31 December 2006. The annual financial statements and the consolidated financial statements (where applicable) must be disclosed immediately after their presentation to the shareholders and in no event later than 12 months after the closing date of the financial statements, provided, however, that the deadline is only four months for publicly traded companies. As a consequence, please bear in mind that your company’s financial statements for the year ended 31 December 2006 definitely have to be submitted to the electronic Federal Gazette by the end of this year at the very latest. No extension of the statutory deadline is possible.

As regards the exact contents of the information to be disclosed, there are no material changes with respect to the categories of size of business entities and the resulting obligations.

Failure to disclose the annual financial statements and consolidated financial statements may result in the imposition of administrative fines from EUR 2,500 to EUR 25,000. Such fines may be imposed on the company and/or its legal representatives (e.g. in case of a GmbH the registered managing directors - Geschäftsführer), even repeatedly. Please also note that henceforth the correct, complete and timely disclosure of financial accounts will be monitored officially by the Federal Gazette and the Federal Office of Justice (Bundesamt für Justiz). Thus, no complaint from a third party is necessary for the imposition of a fine.

More detailed information can be obtained in German language directly from the Federal Gazette (https://publikations-serviceplattform.de/download/jahresabschlusspublizitaet.pdf).