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von Göler (Hrsg.) / GmbH Online-Kommentar / § 57f

§ 57f Requirements of balance sheet

(1) If the resolution is not based on the last annual balance sheet, the balance sheet must fulfil the provisions on the structure of an annual balance sheet and on the valuation rates in the annual balance sheet. The reference date for the balance sheet may not be more than eight months before the application for entry of the resolution in the Commercial Register is filed.

(2) Before a resolution to increase the share capital is passed, the balance sheet is to be examined by one or more auditors in regard to whether it meets the requirements of subsection (1). If, following the auditors’ conclusive result, no objections are to be raised, the auditors are required to certify this by adding their audit opinion. No resolution to increase the share capital may be adopted without such certification by the auditors.

(3) The auditors are elected by the shareholders; if no other auditors are elected, those auditors are deemed to have been elected who were elected by the shareholders or appointed by the court to audit the last annual financial statements. Furthermore, where the specifics of the audit assignment do not provide otherwise, section 318 (1) sentence 2, section 319 (1) to (4), section 319b (1), section 320 (1) sentence 2 and (2), and sections 321 and 323 of the Commercial Code and, in the case of companies which are public-interest entities within the meaning of section 316a sentence 2 of the Commercial Code, also Article 5 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC Text with EEA relevance (OJ L 158, 27.5.2014, p. 77; L 170, 11.6.2014, p. 66) apply. In the case of companies which are not large companies within the meaning of section 267 (3) of the Commercial Code, certified accountants may also be appointed as auditors.

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