Directive 2013/34 / EU (Balance Sheet Directive)

from Wikipedia, the free encyclopedia
European Union flag

Directive 2013/34 / EU

Title: Directive 2013/34 / EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of companies of certain legal forms and amending Directive 2006/43 / EC of the European Parliament and of the Council and on Repeal of Council Directives 78/660 / EEC and 83/349 / EEC
Designation:
(not official) 		Accounting Directive
Scope: EEA
Legal matter: Corporate law
Basis: Article 50 (1) TFEU
Procedure overview: European Commission
European Parliament
IPEX Wiki
Come into effect: 19th July 2013
Replaces: Directive 78/660 / EEC , Directive 83/349 / EEC
To be
implemented in national law by: 		20th July 2015
Implemented by: Germany
Accounting Directive Implementation Act
Reference: OJ L 182 of June 29, 2013, pp. 19-76
Full text Consolidated version (not official)
basic version
The regulation must have been implemented in national law.
Please note the information on the current version of legal acts of the European Union !

The Directive 2013/34 / EU of the European Parliament and of the Council of 26 June 2013 (Accounts Directive or BilanzRL) on 29 June 2013, Official Journal of the European Union published and must of the Union Member States national until July 20, 2015 Right to be implemented. Even before the implementation deadline for the Accounting Directive (2013/34 / EU) had expired, an amending directive (2014/95 / EU) was issued. The Accounting Directive must also be implemented by the EEA member states Liechtenstein , Iceland and Norway .

Aim of the BilanzRL and major innovation

The aim of the BilanzRL is, on the one hand, by adopting the Fourth Council Directive of July 25, 1978 on the annual financial statements of certain legal forms of companies (78/660 / EEC) and the Seventh Council Directive of June 13, 1983 on consolidated financial statements (83/349 / EEC) to maintain a certain continuity, but also to adapt the regulations in certain areas to the changed circumstances of the last few decades and to achieve a uniform terminology (this should also be done in the national transposition laws) and to ensure continued high quality and yet set the "administrative burdens in a reasonable proportion to the benefits achieved".

In the Balance Sheet Directive, all companies are now subject to the same regulations in advance, although small and medium-sized enterprises (SMEs) are relieved or exempt from certain requirements. The threshold for small businesses and small groups will also be raised.

A major innovation in the Accounting Directive is the introduction of a report on payments to government bodies for large companies and companies of public interest that are active in the extractive industry or in the field of logging in primary forests (Chapter 10 and recitals 44 to 53 of the Accounting Directive ).

The structure of balance sheets is restricted "in order to enable users of financial statements to better compare the financial situation of companies within the Union ".

With regard to the valuation and presentation of, among other things, “value adjustments, goodwill, provisions, inventories and movable assets as well as income or expense items”, a largely common framework for the approach will be provided in the interests of comparability.

The disclosure requirement for annual financial statements to which the Accounting Directive is applicable should continue to contain certain exceptions for SMEs.

With RL 2014/95 / EU, decisive elements for sustainable corporate management (see also: Corporate Social Responsibility - CSR) are also included in the Balance Sheet Directive and companies are obliged to be accountable to the public (see also: UN Guiding Principles for Business and Human Rights of June 16, 2011).

history

The European Commission has with the Small Business Act for Europe (2008/2011) the central role of small and medium enterprises (SMEs) in the economy of the European Union " recognized and the target set to improve the overall approach to entrepreneurship and the principle "Right of way for SMEs" ("think small first") should be firmly anchored in politics from legislation to public services ". In a non-legislative resolution of December 18, 2008, the European Parliament stated " that the requirements of the accounting directives often place a heavy burden on small and medium-sized enterprises, and particularly micro-enterprises, and called on the Commission to continue with the review of the two directives ".

The Commission's program and the Communication on Intelligent Regulation in the European Union of October 2010 aim to achieve better regulation that guarantees the highest quality and, at the same time, does not unnecessarily burden businesses (especially SMEs).

One of the lines was the simplification of the Fourth Directive (78/660 / EEC) and the Seventh Directive (83/349 / EEC) - see also Communication from the Commission of April 2011 "Single Market Act" and Europe 2020 strategy for smart, sustainable and inclusive growth . The European Council also called for this on the occasion of the meeting on March 24 and 25, 2011, and in particular that the regulatory burden overall - especially for SMEs - be reduced.

In a resolution of February 6, 2013, the European Parliament stated that “ the disclosure of information on sustainability, such as social and environmental factors, by companies is of great importance in order to highlight dangers to sustainability and the trust of investors and consumers to strengthen ". The disclosure of non-financial information was an essential element in managing the transition to a sustainable global economy. In particular, to combine long-term profitability with social justice and environmental protection. In this context, " the disclosure of non-financial information helps to measure, monitor and manage the business results of companies and their impact on society ". On the basis of these considerations, the Accounting Directive was already changed before it was implemented by the Union member states (by Directive 2014/95 / EU) and these points were mainly inserted into the new Art 19a and 29a of the Accounting Directive.

Legal basis

Directive 2013/34 / EU is based primarily on Article 50 (1) TFEU (legislation on the freedom of establishment ).

scope of application

The scope of the Accounting Directive generally depends on the type of company or group (see Article 3 of the Accounting Directive - brief summary):

  • Micro-enterprises are companies that do not exceed the limits of at least two of the following three size criteria on the balance sheet date:
    • Balance sheet total: 350,000 EURO;
    • Net sales: 700,000 EURO;
    • a maximum of ten employees on average during the financial year.
  • Small companies and small groups are economic / organizational units that do not exceed the limits of at least two of the three following size criteria on the balance sheet date:
    • Balance sheet total: 4,000,000 EURO;
    • Net sales: 8,000,000 EURO;
    • a maximum of 50 employees on average during the financial year.
  • Medium-sized companies and medium-sized groups are economic / organizational units that are not micro-enterprises or small companies or small groups and that do not exceed the limits of at least two of the three following size criteria on the balance sheet date:
    • Balance sheet total: 20,000,000 EURO;
    • Net sales: 40,000,000 EURO;
    • a maximum of 250 employees on average during the financial year.
  • Large companies or large groups are economic / organizational units that exceed at least two of the three following size criteria on the balance sheet date:
    • Balance sheet total: over 20,000,000 EURO;
    • Net sales: over 40,000,000 EURO;
    • over 250 employees on average during the financial year.

According to Art 3 (10) of the Balance Sheet Directive, exceeding the limits on the balance sheet date only affects the application of the exceptions provided for in this Directive if they have continued for two consecutive financial years. According to Articles 19a and 29a, special regulations apply to large companies that are companies of public interest or the parent companies of a large group and employ more than 500 people on average for the financial year for the management report to be prepared (Chapter 5 Accounting Directive, in particular Article 19a) and the consolidated non-financial declaration (Art 29a Balance Sheet Directive).

The Commission can change the threshold values ​​according to Art. 3 of the Accounting Directive, taking into account the inflation measures published in the Official Journal of the European Union, by means of delegated acts (see also Art. 49 Paragraphs 2 and 3 of the Accounting Directive).

Management report

According to Article 19 (1) of the Accounting Directive, a management report presents the course of business, the business results and the situation of a company in such a way that

  • that a picture is created that corresponds to the actual circumstances, and
  • Describes the main risks and uncertainties to which the company is exposed.

The management report should be a balanced and comprehensive “ analysis of the course of business, the business results and the situation of the company ”, “ which is appropriate to the scope and complexity of the business activity. Insofar as this is necessary for an understanding of the course of business, the business results or the situation of the company, the analysis shall include the most important financial and - if appropriate - non-financial performance indicators that are relevant to the business activity in question, including information relating to environmental and employee issues . As part of the analysis, the management report - where appropriate - also contains references to the amounts shown in the annual financial statements and additional explanations ”(Art. 19 (1)).

The same requirements in Art. 19 and 20 of the Accounting Directive as well as some additional provisions in accordance with Art. 29 of the Accounting Directive apply to the “Consolidated Management Report”.

Non-financial information

Art 19a and 29a on certain " non-financial information " were added to the Accounting Directive by Directive 2014/95 / EU and Articles 20, 33, 34 and 48 of the Accounting Directive were amended or supplemented. The provisions of Directive 2014/95 / EU are to be applied from January 1, 2017.

Non-financial statements

Non-financial statements are to be included in the management report and should / can be information relating to the current and foreseeable effects of the company's business activities:

  • Environmental concerns (details of the current and foreseeable effects of the company's business on the environment) and, where appropriate,
  • for health protection and
  • for safety in the workplace,
  • to use renewable and / or non-renewable energies,
  • greenhouse gas emissions,
  • on water consumption and
  • to air pollution
  • on general social issues and employee issues
  • Statement / information on the measures that have been taken to ensure gender equality,
  • to implement the fundamental conventions of the International Labor Organization,
  • to the other working conditions,
  • to social dialogue,
  • to respect the rights of workers,
  • to respect the rights of trade unions,
  • for dialogue with local communities and / or for measures taken to ensure the protection and development of these communities,
  • to human rights, as well
  • to fight corruption and bribery

With regard to the declaration on corporate governance and the diversity concept, see below.

The large companies or groups concerned include a non-financial statement in the management report or a consolidated non-financial statement in the consolidated management report, " which contains the information necessary for an understanding of the course of business, the business results, the position of the group and the effects of its Activities are required and relate at least to environmental, social and employee issues, to the respect for human rights and to the fight against corruption and bribery ”, including further descriptions, results and performance indicators (Art 19a and 29a Accounting Directive).

Corporate governance statement

According to Art 20 of the Accounting Directive, certain companies have to include a declaration on corporate governance in the management report as a separate section with certain information provided for in Art 20 (e.g. on the corporate governance code, corporate governance practices, certain declarations, etc.).

Diversity concept

In Art 20 para. 1 let. g is additionally required with regard to the declaration on corporate governance in the management report:

  • Description of the diversity concept ( diversity management ) " that is pursued in connection with the administrative, management and supervisory bodies of the company with regard to aspects such as age, gender, or educational and professional background ",
  • the goals of this diversity concept and
  • Way of implementing this concept and
  • the results in the reporting period.

If such a concept is not used, the explanation must explain why this is the case.

The aim of the diversity concept (diversity management) is to prevent discrimination and to give all people the same opportunity to participate in processes and existing opportunities and to derive the best possible benefit from them. Diversity management is a result of the company's duty of care and the obligation to comply with existing laws for the well-being and benefit of employees (e.g. ban on discrimination, equal treatment, etc.). The company should also be perceived as more attractive, positive and innovative in its external image through active diversity management and should also be able to avoid or reduce liability through appropriate guidelines for managers in the event of problems.

Structure of the guideline

  • CHAPTER 1 (scope, definitions and legal forms of companies and groups)
    • Art 1 to Art 3
  • CHAPTER 2 (General Provisions and Principles)
    • Art 4 to 8
  • CHAPTER 3 (Balance Sheet and Profit and Loss Account)
    • Art 9 to 14
  • CHAPTER 4 (Provisions on the notes to the balance sheet and profit and loss account)
    • Art 15 to 18
  • CHAPTER 5 (Management Report)
    • Art 19 to 20
  • CHAPTER 6 (Consolidated Financial Statements and Reports)
    • Art 21 to 29a
  • CHAPTER 7 (Disclosure)
    • Art 30 to 33
  • CHAPTER 8 (Final Exam)
    • Art 34 and 35
  • CHAPTER 9 (Provisions on Exemptions and Limitations on Exemptions)
    • Art 36 to 40
  • CHAPTER 10 (Report on payments to government agencies)
    • Articles 41 to 48
  • CHAPTER 11 (final provisions)
    • Art 49 to 55
  • ANNEX I (legal forms of companies according to Article 1 paragraph 1 letter A)
  • ANNEX II (legal forms of companies according to Article 1 paragraph 1 letter B)
  • ANNEX III (Horizontal layout of the balance sheet in accordance with Article 10)
  • ANNEX IV (Vertical layout of the balance sheet according to Article 10)
  • APPENDIX V (Structure of the profit and loss account - according to the nature of the expenditure according to Article 13)
  • ANNEX VII (Correspondence table)

implementation

Germany

With the Accounting Directive Implementation Act (BilRUG), the requirements of the Accounting Directive (2013/34 / EU), including the Amendment Directive 2014/95 / EU, are to be implemented in German law.

Austria

The BilanzRL including the Amendment Directive 2014/95 / EU was amended in Austria by the Accounting Amendment Act 2014 (RÄG 2014) and thus by changes to individual laws, e.g. B. UGB , Stock Corporation Act, GmbH Act, Cooperative Act, Private Foundation Act, SE Act, Association Act 2002, Income Tax Act 1988 etc. as well as implemented by the Sustainability and Diversity Improvement Act (NaDiVeG).

literature

  • Peter Hommelhoff, “ Non-financial corporate goals in Union law: twenty comments on the Commission's proposal for the amendment of the 4th and 7th Accounting Directive from April 2013 ”, in a commemorative publication for Gerrick Frhr. v. Hoyningen-Huene on his 70th birthday, Beck Verlag, Munich 2014, ISBN 978-3-406-66200-3 , pp. 137-144.
  • Tobias Lange; Stefan Müller, " Implementation of the EU Accounting Directive in Germany from the perspective of capital-oriented companies ", in: International and capital market-oriented accounting, Düsseldorf 2014, Volume 14, pp. 482–487, ISSN  1617-8084 .
  • Marcus Kreipl; Stefan Müller, “ The EU Accounting Directive and its implementation in Germany from the perspective of corporate governance ”, in Zeitschrift für Corporate Governance, Berlin 2014, Erich Schmidt Verlag, Volume 9, pp. 235–240, ISSN  1862-8702 .
  • Raoul Mosel; Karoline Peters, “ The new EU accounting directive: Strengthening trust in annual and consolidated financial statements? “, In company and commercial law, Beck Verlag, Munich 2014, Volume 6, pp. 97-100, ISSN  1868-1816 .
  • Peter Oser, " Against an obligation to reassessment when founding a new group holding company: Plea for an implementation of Art 25 of the new EU accounting directive ", in Betriebs-Beratung, Frankfurt am Main 2014, Dt. Fachverlag, Volume 69, pp. 1387-1390, ISSN  0340-7918 .
  • Anton Schäfer , " Reduction in the value of everyday objects ", A guide for lawyers and experts , Vienna 2012, LexisNexis Verlag, ISBN 978-3-7007-5266-0 .
  • Patrick Velte, Andreas Haaker, " Transformation of the new EU accounting directive into German accounting law: a critical appraisal with special consideration of the draft bill of an accounting directive implementation law (BilRUG) ", in European economic and tax law, Betriebs -beratung Europa, Frankfurt am Main 2014, Specialized Media Law a. Wirtschaft, dfv-Mediengruppe, Volume 25, pp. 204-217, ISSN  0938-3050 .
  • Brigitta Winkler; Traude Kogoj, “ Diversity in the company balance sheet ”, ecolex , Vienna 2014, p. 1079, ISSN  1022-9418 .

See also

Web links

Individual evidence

  1. ↑ OJ. L 182, 19.
  2. ↑ Directive 2014/95 / EU of the European Parliament and of the Council of October 22, 2014 amending Directive 2013/34 / EU with regard to the disclosure of non-financial and diversity information by certain large companies and groups, OJ L 330, 1 Directive 2014/95 / EU came into force on December 5, 2014 and will be implemented by December 6, 2016.
  3. ↑ See Recital 1 of the Accounting Directive and Commission communication “ Intelligent Regulation in the European Union ” of October 2010.
  4. ↑ See recitals 1 and 2 of the Accounting Directive.
  5. ↑ According to Recital 6 of the Accounting Directive, the scope of the directive is to be based on certain uniform principles and ensure that “ a company cannot exclude itself from this scope by creating a multi-layered group structure that includes companies located inside and outside the Union at different levels includes ". See also recitals 29 to 33. According to Art 2 no. 11 BilanzRL is a "group", a parent company and all subsidiaries.
  6. ↑ Definition of "companies of public interest" see Art 2 no. 1 of the Accounting Directive.
  7. ↑ Recital 20 and Annex III to V of the Accounting Directive.
  8. ↑ See recitals 21 and 22 of the Accounting Directive. See also Art 6 and 8 of the BilanzRl and on the ordinary and extraordinary valuation / depreciation of commodities: Anton Schäfer in “ Depreciation of commodities ”, p. 23 ff and p. 41 ff.
  9. ↑ Recital 38 of the Accounting Directive.
  10. ↑ See also Recital 10 of the Accounting Directive.
  11. ↑ OJ. C 45 E of February 23, 2010, p. 58.
  12. ↑ See recitals 1, 2 and 10 to 15 of the Accounting Directive.
  13. ↑ a b See recitals 1 and 10 to 15 of the Accounting Directive.
  14. ↑ See Recital 3 of Directive 2014/95 / EU.
  15. ↑ Pursuant to Art 3 (9) of the Accounting Directive, the amount in national currency for those member states that have not introduced the euro is determined by applying the exchange rate that applies according to the publication in the Official Journal of the European Union on the day a directive comes into force, which fixes these amounts.
  16. ↑ According to Article 3, Paragraph 2 of the Accounting Directive, the Union member states can set the threshold value higher, but at a maximum of 6,000,000 EURO.
  17. ↑ According to Article 3, Paragraph 2 of the Accounting Directive, the Union member states can set the threshold value higher, but at a maximum of 12,000,000 EURO.
  18. ↑ See Recital 7 of Directive 2014/95 / EU
  19. ↑ See also recitals 18 and 19 of Directive 2014/95 / EU.
  20. ↑ This “benefit” does not necessarily have to be (only) an economic benefit, but can also consist of satisfaction or promotion of creativity.
  21. ↑ The official title of Chapter 4 is: "Appendix".
  22. ↑ Art 19a (non-financial declaration) was only added to the accounting directive by Directive 2014/95 / EU.
  23. ↑ Art 29a (Consolidated Non-Financial Declaration) was only added to the Accounting Directive by Directive 2014/95 / EU.
  24. ↑ The correspondence table gives a synoptic overview of the provisions of Directive 78/660 / EEC and Directive 83/349 / EEC on the new Balance Sheet Directive.
  25. ↑ Federal law amending the Corporate Code, the Stock Corporation Act and the GmbH Act to improve sustainability and diversity reporting (Sustainability and Diversity Improvement Act, NaDiVeG), Federal Law Gazette I No. 20/2017.