German Parliament approves bill on the implementation of electronic financial reporting according to ESEF

On 18 June 2020, the German Parliament approved the bill of a law to implement the amendments to the EU Directive 2013/50/EU (Transparency Directive Amendment Directive) with a view to a uniform electronic format for annual financial reports (Link to the recommendations and report of the Committee on Legal Affairs and Consumer Protection  – only in German). The German government’s corresponding draft bill was published in January 2020 (ref. our press release ).

The Act contains proposals for the implementation of Article 4 (7) of the Transparency Directive, according to which annual financial reports must be prepared in a uniform European Single Electronic Format (ESEF) with effect from 1 January 2020. Technical Regulatory Standards to specify this electronic reporting format are contained in the Delegate Regulation (EU) 2019/815 and (EU) 2019/2100 (ESEF Regulation).

The bill was adopted essentially unchanged from the federal government’s draft bill. The main content of the bill continues to be proposed changes in the commercial law for capital market-oriented companies:

• Publication of annual and consolidated financial statements, management and group management reports in accordance with § 328 of German Commercial Code, prepared in an electronic reporting format specified by the ESEF Regulation, incl. tagging of the IFRS consolidated financial statements based on the ESEF taxonomy
• Submission of the of the aforementioned documents prepared in the electronic reporting format to the auditor  
• Audit of the submitted electronic reporting format, including a conclusion in the auditor’s opinion on whether the financial statement prepared in electronic reporting format comply or not with the ESEF requirements
  
• Clarification that the electronic reporting format is subject to the enforcement procedures pursuant to § 342b German Commercial Code  

Modifications compared to the draft bill have been adopted to the effect that – in accordance with paragraph 328 German Commercial Code –  the prohibition of attaching the independent auditor’s report is limited to such copies of financial statements that do not comply with the legal form. It is hereby clarified that the independent auditor’s report may be attached if the financial statements are published in the legal form, even if the publication is made in a format other than the legal format.

The law will become effective on the day after the – pending – publication in the German Federal Gazette. The new format requirements are to be applied for the first-time financial years beginning after 31 December 2019.