Accounting, disclosure : chapter 11

• Pages: 176-184
• Author: Christoph Jaehne
• DOI: 10.10520/EJC74084
• Published date: 01 January 2008
• Date: 01 January 2008

176

CHAPTER 11

ACCOUNTING, DISCLOSURE

11.1 Introduction

It will be interesting to see if the different approaches regarding the

number of members and liability regulations as well as the prescribed

organ of a managing director in the GmbH play a role in this regard.

Unlike for the GmbH the provisions regulating f‌inancial statements

of the close corporation are relatively few.

Regarding the GmbH one has to keep in mind that the number of

members is not restricted through the Act. Accordingly one aim of

the annual f‌inancial statements in the GmbH is to present substan-

tiated information to the members who may be not so close to the

actual day-to-day business. Through the annual f‌inancial statements

they can obtain the rele vant information they need, e.g., in connection

with their decisions regarding the distribution of prof‌its. Another aim is

the protection of creditors. Given the capital of maintenance approach

through the annual f‌inancial statements they can obtain the nec es-

sary information regarding the capital fund of the com pany.

11.2 GmbH

11.2.1 Changes through the ‘Bilanzrichtliniengesetz’

The implementation of the ‘Bilanzrichtliniengesetz’ (Ac counting and

Re porting Act) caused substantial changes for all com panies, and

especially for the GmbH with regard to prepa ration, accounting prin-

ciples, mandatory audits and publi cation of the f‌inancial results of

the business.1

1 The Act came into force on 1 January 1986 implementing the Fourth,

Seventh and Eighth EEC Company Law Directives (also known as

the Accounting Directives) concerning Preparation and Publication of

Corporate Financial Results. See for the particulars chapter 2.3.1.3,

‘GmbH’, at the end. Cf. also Lutter-Hommelhoff, GmbHG before §41,

note 1 et seqq. On 1 January 1991 the corresponding Bank Balance

Sheet Guideline Act, (‘Bankbilanzrichtlinie-Gesetz’) came into force

implementing the EEC Directives on the Accounts of Credit Institutions

of 1986 and 1989. With regard to relevant EEC Directives, cf. Behrens,

“Das Gesellschafts recht im Europäischen Binnenmarkt”, 1990, EuZW

13 et seqq.; Nieuwdorp, “EEC company law harmonisation”, 1987,

IBL 177 et seqq.; “EEC harmonisation report”, 1988, IBL 39 et seqq.;

Claussen, “Das Bilanzrichtliniengesetz”, 1986, AG 145 et seqq. Marx/

Delp estimated at that time that through the changes intro duced by

the ‘Bilanz richtliniengesetz’, the compulsory audit and the annual

pu b lication would cause about 20,000 DM in additional costs, “Ein-

beziehung der GmbH & Co. KG in die Publizitäts- und Prüfungs pf‌licht