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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 certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (Text with EEA relevance)

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 certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (Text with EEA relevance)

CHAPTER 1 SCOPE, DEFINITIONS AND CATEGORIES OF UNDERTAKINGS AND GROUPS

Article 1 Scope

1.

The coordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of undertakings listed:

  1. in Annex I;

  2. in Annex II, where all of the direct or indirect members of the undertaking having otherwise unlimited liability in fact have limited liability by reason of those members being undertakings which are:

    1. of the types listed in Annex I; or

    2. not governed by the law of a Member State but which have a legal form comparable to those listed in Annex I.

1a.

The coordination measures prescribed by Articles 48a to 48e and Article 51 shall also apply to the laws, regulations and administrative provisions of the Member States relating to branches opened in a Member State by an undertaking which is not governed by the law of a Member State but which is of a legal form comparable with the types of undertakings listed in Annex I. Article 2 shall apply in respect of those branches to the extent that Articles 48a to 48e and Article 51 are applicable to such branches.

2.

Member States shall inform the Commission within a reasonable period of time of changes in the types of undertakings in their national law that may affect the accuracy of Annex I or Annex II. In such a case, the Commission shall be empowered to adapt, by means of delegated acts in accordance with Article 49, the lists of undertakings contained in Annexes I and II.

3.

The coordination measures prescribed by Articles 19a, 29a, 29d, 30 and 33, point (aa) of the second subparagraph of Article 34(1), Article 34(2) and (3) and Article 51 of this Directive shall also apply to the laws, regulations and administrative provisions of the Member States relating to the following undertakings regardless of their legal form, provided that those undertakings are large undertakings, or small and medium-sized undertakings, except micro undertakings, which are public-interest entities as defined in point (a) of point (1) of Article 2 of this Directive:

  1. insurance undertakings within the meaning of Article 2(1) of Council Directive 91/674/EEC(1);

  2. credit institutions as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council(2).

    Member States may choose not to apply the coordination measures referred to in the first subparagraph of this paragraph to the undertakings listed in points (2) to (23) of Article 2(5) of Directive 2013/36/EU of the European Parliament and of the Council(3).

4.

The coordination measures prescribed by Articles 19a, 29a and 29d shall not apply to financial products listed in points (b) and (f) of point (12) of Article 2 of Regulation (EU) 2019/2088 of the European Parliament and of the Council(4).

5.

The coordination measures prescribed by Articles 40a to 40d shall also apply to the laws, regulations and administrative provisions of the Member States relating to subsidiary undertakings and branches of undertakings which are not governed by the law of a Member State but whose legal form is comparable with the types of undertakings listed in Annex I.

Article 2 Definitions

For the purposes of this Directive, the following definitions shall apply:

  1. ‘public-interest entities’ means undertakings within the scope of Article 1 which are:

    1. governed by the law of a Member State and whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of point (14) of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments(5);

    2. credit institutions as defined in point (1) of Article 4 of Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions(6), other than those referred to in Article 2 of that Directive;

    3. insurance undertakings within the meaning of Article 2(1) of Council Directive 91/674/EEC of 19 December 1991 on the annual accounts of insurance undertakings(7); or

    4. designated by Member States as public-interest entities, for instance undertakings that are of significant public relevance because of the nature of their business, their size or the number of their employees;

  2. ‘participating interest’ means rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to the activities of the undertaking which holds those rights. The holding of part of the capital of another undertaking is presumed to constitute a participating interest where it exceeds a percentage threshold fixed by the Member States which is lower than or equal to 20 %;

  3. ‘related party’ has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards(8);

  4. ‘fixed assets’ means those assets which are intended for use on a continuing basis for the undertaking's activities;

  5. ‘net turnover’ means the amounts derived from the sale of products and the provision of services after deducting sales rebates and value added tax and other taxes directly linked to turnover; however, for insurance undertakings referred to in point (a) of the first subparagraph of Article 1(3) of this Directive, ‘net turnover’ shall be defined in accordance with Article 35 and point 2 of Article 66 of Council Directive 91/674/EEC(9); for credit institutions referred to in point (b) of the first subparagraph of Article 1(3) of this Directive, ‘net turnover’ shall be defined in accordance with point (c) of Article 43(2) of Council Directive 86/635/EEC(10); and for undertakings falling under the scope of Article 40a(1) of this Directive, ‘net turnover’ means the revenue as defined by or within the meaning of the financial reporting framework on the basis of which the financial statements of the undertaking are prepared;

  6. ‘purchase price’ means the price payable and any incidental expenses minus any incidental reductions in the cost of acquisition;

  7. ‘production cost’ means the purchase price of raw materials, consumables and other costs directly attributable to the item in question. Member States shall permit or require the inclusion of a reasonable proportion of fixed or variable overhead costs indirectly attributable to the item in question, to the extent that they relate to the period of production. Distribution costs shall not be included;

  8. ‘value adjustment’ means the adjustments intended to take account of changes in the values of individual assets established at the balance sheet date, whether the change is final or not;

  9. ‘parent undertaking’ means an undertaking which controls one or more subsidiary undertakings;

  10. ‘subsidiary undertaking’ means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;

  11. ‘group’ means a parent undertaking and all its subsidiary undertakings;

  12. ‘affiliated undertakings’ means any two or more undertakings within a group;

  13. ‘associated undertaking’ means an undertaking in which another undertaking has a participating interest, and over whose operating and financial policies that other undertaking exercises significant influence. An undertaking is presumed to exercise a significant influence over another undertaking where it has 20 % or more of the shareholders' or members' voting rights in that other undertaking;

  14. ‘investment undertakings’ means:

    1. undertakings the sole object of which is to invest their funds in various securities, real property and other assets, with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets,

    2. undertakings associated with investment undertakings with fixed capital, if the sole object of those associated undertakings is to acquire fully paid shares issued by those investment undertakings without prejudice to point (h) of Article 22(1) of Directive 2012/30/EU;

  15. ‘financial holding undertakings’ means undertakings the sole object of which is to acquire holdings in other undertakings and to manage such holdings and turn them to profit, without involving themselves directly or indirectly in the management of those undertakings, without prejudice to their rights as shareholders;

  16. ‘material’ means the status of information where its omission or misstatement could reasonably be expected to influence decisions that users make on the basis of the financial statements of the undertaking. The materiality of individual items shall be assessed in the context of other similar items;

  17. ‘sustainability matters’ means environmental, social and human rights, and governance factors, including sustainability factors defined in point (24) of Article 2 of Regulation (EU) 2019/2088;

  18. ‘sustainability reporting’ means reporting information related to sustainability matters in accordance with Articles 19a, 29a and 29d;

  19. ‘key intangible resources’ means resources without physical substance on which the business model of the undertaking fundamentally depends and which are a source of value creation for the undertaking;

  20. ‘independent assurance services provider’ means a conformity assessment body accredited in accordance with Regulation (EC) No 765/2008 of the European Parliament and of the Council(11) for the specific conformity assessment activity referred to in point (aa) of the second subparagraph of Article 34(1) of this Directive.

Article 3 Categories of undertakings and groups

1.

In applying one or more of the options in Article 36, Member States shall define micro-undertakings as undertakings which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:

  1. balance sheet total: EUR 450 000;

  2. net turnover: EUR 900 000;

  3. average number of employees during the financial year: 10.

2.

Small undertakings shall be undertakings which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:

  1. balance sheet total: EUR 5 000 000;

  2. net turnover: EUR 10 000 000;

  3. average number of employees during the financial year: 50.

Member States may define thresholds exceeding the thresholds in points (a) and (b) of the first subparagraph. However, the thresholds shall not exceed EUR 7 500 000 for the balance sheet total and EUR 15 000 000 for the net turnover.

3.

Medium-sized undertakings shall be undertakings which are not micro-undertakings or small undertakings and which on their balance sheet dates do not exceed the limits of at least two of the three following criteria:

  1. balance sheet total: EUR 25 000 000;

  2. net turnover: EUR 50 000 000;

  3. average number of employees during the financial year: 250.

4.

Large undertakings shall be undertakings which on their balance sheet dates exceed at least two of the three following criteria:

  1. balance sheet total: EUR 25 000 000;

  2. net turnover: EUR 50 000 000;

  3. average number of employees during the financial year: 250.

5.

Small groups shall be groups consisting of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, do not exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:

  1. balance sheet total: EUR 5 000 000;

  2. net turnover: EUR 10 000 000;

  3. average number of employees during the financial year: 50.

Member States may define thresholds exceeding the thresholds in points (a) and (b) of the first subparagraph. However, the thresholds shall not exceed EUR 7 500 000 for the balance sheet total and EUR 15 000 000 for the net turnover.

6.

Medium-sized groups shall be groups which are not small groups, which consist of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, do not exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:

  1. balance sheet total: EUR 25 000 000;

  2. net turnover: EUR 50 000 000;

  3. average number of employees during the financial year: 250.

7.

Large groups shall be groups consisting of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, exceed the limits of at least two of the three following criteria on the balance sheet date of the parent undertaking:

  1. balance sheet total: EUR 25 000 000;

  2. net turnover: EUR 50 000 000;

  3. average number of employees during the financial year: 250.

8.

Member States shall permit the set-off referred to in Article 24(3) and any elimination as a consequence of Article 24(7) not to be effected when the limits in paragraphs 5 to 7 of this Article are calculated. In such cases, the limits for the balance sheet total and net turnover criteria shall be increased by 20 %.

9.

In the case of those Member States which have not adopted the euro, the amount in national currency equivalent to the amounts set out in paragraphs 1 to 7 shall be that obtained by applying the exchange rate published in the Official Journal of the European Union as at the date of the entry into force of any Directive setting those amounts.

For the purposes of conversion into the national currencies of those Member States which have not adopted the euro, the amounts in euro specified in paragraphs 1, 3, 4, 6 and 7 may be increased or decreased by not more than 5 % in order to produce round sum amounts in the national currencies.

10.

Where, on its balance sheet date, an undertaking or a group exceeds or ceases to exceed the limits of two of the three criteria set out in paragraphs 1 to 7, that fact shall affect the application of the derogations provided for in this Directive only if it occurs in two consecutive financial years.

11.

The balance sheet total referred to in paragraphs 1 to 7 of this Article shall consist of the total value of the assets in A to E under ‘Assets’ in the layout set out in Annex III or of the assets in A to E in the layout set out in Annex IV.

12.

When calculating the thresholds in paragraphs 1 to 7, Member States may require the inclusion of income from other sources for undertakings for which ‘net turnover’ is not relevant. Member States may require parent undertakings to calculate their thresholds on a consolidated basis rather than on an individual basis. Member States may also require affiliated undertakings to calculate their thresholds on a consolidated or aggregated basis where such undertakings have been established for the sole purpose of avoiding the reporting of certain information.

13.

In order to adjust for the effects of inflation, the Commission shall at least every five years review and, where appropriate, amend, by means of delegated acts in accordance with Article 49, the thresholds referred to in paragraphs 1 to 7 of this Article, taking into account measures of inflation as published in the Official Journal of the European Union.

CHAPTER 2 GENERAL PROVISIONS AND PRINCIPLES

Article 4 General provisions

Article 5 General disclosure

Article 6 General financial reporting principles

Article 7 Alternative measurement basis of fixed assets at revalued amounts

Article 8 Alternative measurement basis of fair value

CHAPTER 3 BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

Article 9 General provisions concerning the balance sheet and the profit and loss account

Article 10 Presentation of the balance sheet

Article 11 Alternative presentation of the balance sheet

Article 12 Special provisions relating to certain balance sheet items

Article 13 Presentation of the profit and loss account

Article 14 Simplifications for small and medium-sized undertakings

CHAPTER 4 NOTES TO THE FINANCIAL STATEMENTS

Article 15 General provisions concerning the notes to the financial statements

Article 16 Content of the notes to the financial statements relating to all undertakings

Article 17 Additional disclosures for medium-sized and large undertakings and public-interest entities

Article 18 Additional disclosures for large undertakings and public-interest entities

CHAPTER 5 MANAGEMENT REPORT

Article 19 Contents of the management report

Article 19a Sustainability reporting

Article 20 Corporate governance statement

CHAPTER 6 CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS

Article 21 Scope of the consolidated financial statements and reports

Article 22 The requirement to prepare consolidated financial statements

Article 23 Exemptions from consolidation

Article 24 The preparation of consolidated financial statements

Article 25 Business combinations within a group

Article 26 Proportional consolidation

Article 27 Equity accounting of associated undertakings

Article 28 The notes to the consolidated financial statements

Article 29 The consolidated management report

Article 29a Consolidated sustainability reporting

CHAPTER 6a SUSTAINABILITY REPORTING STANDARDS

Article 29b Sustainability reporting standards

Article 29c Sustainability reporting standards for small and medium-sized undertakings

CHAPTER 6b SINGLE ELECTRONIC REPORTING FORMAT

Article 29d Single electronic reporting format

CHAPTER 7 PUBLICATION

Article 30 General publication requirement

Article 31 Simplifications for small and medium-sized undertakings

Article 32 Other publication requirements

Article 33 Responsibility and liability for drawing up and publishing the financial statements and the management report

Article 33a Accessibility of information on the European single access point

CHAPTER 8 AUDITING AND ASSURANCE OF SUSTAINABILITY REPORTING

Article 34 General requirement

Article 35 Amendment of Directive 2006/43/EC as regards the audit report

CHAPTER 9 PROVISIONS CONCERNING EXEMPTIONS AND RESTRICTIONS ON EXEMPTIONS

Article 36 Exemptions for micro-undertakings

Article 37 Exemption for subsidiary undertakings

Article 38 Undertakings which are members having unlimited liability of other undertakings

Article 39 Profit and loss account exemption for parent undertakings preparing consolidated financial statements

Article 40 Restriction of exemptions for public-interest entities

CHAPTER 9a REPORTING CONCERNING THIRD-COUNTRY UNDERTAKINGS

Article 40a Sustainability reports concerning third-country undertakings

Article 40b Sustainability reporting standards for third-country undertakings

Article 40c Responsibility for drawing up, publishing and making accessible sustainability reports concerning third-country undertakings

Article 40d Publication

CHAPTER 10 REPORT ON PAYMENTS TO GOVERNMENTS

Article 41 Definitions relating to reporting on payments to governments

Article 42 Undertakings required to report on payments to governments

Article 43 Content of the report

Article 44 Consolidated report on payments to governments

Article 45 Publication

Article 46 Equivalence criteria

Article 47 Application of equivalence criteria

Article 48 Review

CHAPTER 10a REPORT ON INCOME TAX INFORMATION

Article 48a Definitions relating to reporting on income tax information

Article 48b Undertakings and branches required to report on income tax information

Article 48c Content of the report on income tax information

Article 48d Publication and accessibility

Article 48e Responsibility for drawing up, publishing and making accessible the report on income tax information

Article 48f Statement by statutory auditor

Article 48g Commencement date for reporting on income tax information

Article 48h Review clause

CHAPTER 11 TRANSITIONAL AND FINAL PROVISIONS

Article 48i Transitional provisions

Article 49 Exercise of delegated powers

Article 50 Committee procedure

Article 51 Penalties

Article 52 Repeal of Directives 78/660/EEC and 83/349/EEC

Article 53 Transposition

Article 54 Entry into force

Article 55 Addressees

ANNEX I

ANNEX II

ANNEX III

ANNEX IV

ANNEX V

ANNEX VI

ANNEX VII