Stricter Disclosure Obligations Introduced - International Law Office

The Act on New Disclosure Obligations for Corporations and Certain Commercial Partnerships (Kapitalgesellschaften-und-CoRichtlinie-Gesetz) came into force on February 25 2000. This act implements Council Directive 90/605/EEC of November 8 1990 (which amends Council Directive 78/660/EEC on annual accounts and Council Directive 83/349/EEC on consolidated accounts) in Germany. As a result of this legislation, the disclosure obligations of corporations and commercial partnerships in which no general partner is a natural person will become more rigid.

Pursuant to the act, all corporations must file and publish their annual financial statements within 12 months of the end of each business year. A fine of up to €5000 may be imposed for neglect of duty in drafting the annual financial statement or during the company audit. If a corporation fails to file and publish its annual financial statements, the fine imposed can be as much as €25,000.

Commercial partnerships in which no general partner is a natural person are particularly affected. For all business years that commence after December 31 1999, these commercial partnerships now have disclosure obligations which previously applied only to corporations. In order to meet the new disclosure requirements, most of these partnerships will have to amend their partnership agreements. Amendments will be required in particular with regard to the allocation of profits.

For further information on this topic please contact Roman Bärwaldt at Clifford Chance Pünder by telephone (+49 30 254 65 800) or by fax (+49 30 254 66 900) or by e-mail (roman.baerwaldt@cliffordchance.com).

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