von Göler / / Section 42a

Section 42a Presentation of the annual financial statements and management report

(1) The directors shall present the annual financial statements and the management report to the shareholders without undue delay after their preparation so that the annual financial statements may be approved. If the annual financial statements are to be audited by an auditor, the directors must present them together with the management report and the auditor’s audit report without undue delay after receipt of the audit report. If the company has a supervisory board, its report on the result of its audit shall likewise be presented without undue delay.

(2) The shareholders shall take a decision concerning the approval of the annual financial statements and the appropriation of earnings at the latest within the first eight months or, if their company is classed as a small company (section 267 (1) of the Commercial Code), within the first eleven months of the financial year. The articles of association may not extend the time limit. The provisions applicable to the preparation of the annual financial statements shall apply to their approval.

(3) Where an auditor has audited the annual financial statements, he must, upon the request of the shareholders, take part in the negotiations on the approval of the annual financial statements.

(4) If the company is obligated to prepare consolidated financial statements and a consolidated management report, subsections (1) to (3) shall apply mutatis mutandis. The same shall apply regarding separate financial statements in accordance with section 325 (2a) of the Commercial Code if the shareholders have taken a decision to disclose separate financial statements.

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