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von Göler (Hrsg.) / / § 42a

§ 42a Presentation of annual financial statements and management report

(1) The directors are required to present the annual financial statements and the management report to the shareholders without delay after their preparation for approval of the annual financial statements. 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 delay after receipt of the audit report. If the company has a supervisory board, its report on the result of its audit is likewise to be presented without delay.

(2) The shareholders are required to 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 11 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 apply to their approval.

(3) Where an auditor has audited the annual financial statements, he or she must, upon the request of one 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) apply accordingly. The same applies in respect of separate financial statements in accordance with section 325 (2a) of the Commercial Code if the shareholders have taken the decision to disclose separate financial statements.

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