Directive 2012/6/EU of the European Parliament and of the Council (repealed)Show full title

Article 1 Amendments to Directive 78/660/EEC

Directive 78/660/EEC is hereby amended as follows:

(1)

the following Article is inserted:

“Article 1a

1. Member States may provide for exemptions from certain obligations under this Directive in accordance with paragraphs 2 and 3 in respect of companies which on their balance sheet dates do not exceed the limits of two of the three following criteria (micro-entities):

(a) balance sheet total: EUR 350 000;

(b) net turnover: EUR 700 000;

(c) average number of employees during the financial year: 10.

2. Member States may exempt companies referred to in paragraph 1 from any or all of the following obligations:

(a) the obligation to present 'Prepayments and accrued income' and 'Accruals and deferred income' in accordance with Articles 18 and 21;

(b) where a Member State makes use of the option in point (a) of this paragraph, it may permit those companies, only in respect of other charges as referred to in point (b)(vi) of paragraph 3, to depart from Article 31(1)(d) with regard to the recognition of 'Prepayments and accrued income' and 'Accruals and deferred income', provided that this fact is disclosed in the notes on the accounts or, in accordance with point (c) of this paragraph, at the foot of the balance sheet;

(c) the obligation to draw up notes on the accounts in accordance with Articles 43 to 45, provided that the information required by Article 14 and point (13) of Article 43(1) of this Directive and Article 22(2) of Directive 77/91/EEC(1) is disclosed at the foot of the balance sheet;

(d) the obligation to prepare an annual report in accordance with Article 46 of this Directive, provided that the information required by Article 22(2) of Directive 77/91/EEC is disclosed in the notes on the accounts or, in accordance with point (c) of this paragraph, at the foot of the balance sheet;

(e) the obligation to publish annual accounts in accordance with Articles 47 to 50a, provided that the balance sheet information contained therein is duly filed, in accordance with national law, with at least one competent authority designated by the Member State concerned. Whenever the competent authority is not the central register, commercial register or companies register, as referred to in Article 3(1) of Directive 2009/101/EC(2), the competent authority is required to provide the register with the information filed.

3. Member States may permit companies referred to in paragraph 1:

(a) to draw up only an abridged balance sheet showing separately at least those items preceded by letters in Articles 9 or 10, where applicable. In cases where point (a) of paragraph 2 applies, items E under 'Assets' and D under 'Liabilities' in Article 9 or items E and K in Article 10 shall be excluded from the balance sheet;

(b) to draw up only an abridged profit and loss account showing separately at least the following items, where applicable:

(i)

net turnover;

(ii)

other income;

(iii)

cost of raw materials and consumables;

(iv)

staff costs;

(v)

value adjustments;

(vi)

other charges;

(vii)

tax;

(viii)

profit or loss.

4. Member States shall not permit or require the application of Section 7a to any micro-entity making use of any of the exemptions provided for in paragraphs 2 and 3.

5. In respect of companies referred to in paragraph 1, annual accounts drawn up in accordance with paragraphs 2, 3 and 4 shall be regarded as giving the true and fair view required by Article 2(3), and consequently Article 2(4) and (5) shall not apply to such accounts.

6. Where on its balance sheet date a company exceeds or ceases to exceed the limits of two of the three criteria set out in paragraph 1, that fact shall affect the application of the derogation provided for in paragraphs 2, 3 and 4 only if it occurs in both the current and the preceding financial year.

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

8. The balance sheet total referred to in point (a) of paragraph 1 shall consist either of the assets referred to in items A to E under 'Assets' in Article 9 or the assets referred to in items A to E in Article 10. If point (a) of paragraph 2 applies, the balance sheet total referred to in point (a) of paragraph 1 shall consist either of the assets referred to in items A to D under 'Assets' in Article 9 or the assets referred to in items A to D in Article 10.”;

(2)

in Article 5, paragraph 1 is replaced by the following:

“1. By way of derogation from Article 4(1) and (2), Member States may prescribe special layouts for the annual accounts of investment companies and of financial holding companies provided that those layouts give a view of these companies equivalent to that provided for in Article 2(3). Member States shall not make available the exemptions set out in Article 1a in respect of investment companies or financial holding companies.”;

(3)

Article 53a is replaced by the following:

“Article 53a

Member States shall not make the exemptions set out in Articles 1a, 11 and 27, points (7a) and (7b) of Article 43(1) and Articles 46, 47 and 51 available in respect of companies whose securities are admitted to trading on a regulated market within the meaning of point (14) of Article 4(1) of Directive 2004/39/EC.”.

(1)

Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (OJ L 26, 31.1.1977, p. 1).

Editorial note: The title of Directive 77/91/EEC has been adjusted to take account of the renumbering of the articles of the Treaty establishing the European Community, in accordance with Article 12 of the Treaty of Amsterdam and Article 5 of the Treaty of Lisbon; the original reference was to the second paragraph of Article 58 of the Treaty.

(2)

Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, p. 11).

Editorial note: The title of Directive 2009/101/EC has been adjusted to take account of the renumbering of the articles of the Treaty establishing the European Community, in accordance with Article 5 of the Treaty of Lisbon; the original reference was to the second paragraph of Article 48 of the Treaty.";