Reporting & Disclosure in Germany

What Changed

This is not a regulatory change but an enforcement of existing requirements under the German Commercial Code (HGB): Section 325 HGB: Mandates submission of accounting documents (e.g., annual financial statements, management reports) for public disclosure via the Bundesanzeiger operator in electronic form within prescribed deadlines (typically three months after fiscal year-end for annual reports). Section 335 HGB: Provides the legal basis for disciplinary fines by the BfJ for non-compliance, wit

What You Need To Do

• Verify internal processes for electronic submission of accounting documents to Bundesanzeiger within HGB timelines (e
• Implement automated reminders and dual-checks in finance/reporting workflows to prevent delays, especially during restructurings or audits
• Review and update compliance calendars for all HGB-disclosure obligations; conduct training for finance teams on section 325/335 HGB
• Monitor Bundesanzeiger portal for submission confirmations and retain proofs of timely filing to defend against BfJ inquiries
• For firms like BayWa in StaRUG proceedings, coordinate with courts/legal advisors to file provisional disclosures if full audits are delayed

Key Dates

References

• [1] lesechos-comfi.lesechos.fr
• [2] baywa.com
• [3] baywa.com
• [4] us.baywa-re.com
• [5] baywa-re.com

What Changed

The Federal Office of Justice enforced section 325 of the German Commercial Code, which requires companies to submit their accounting documents for the purpose of disclosure to the operator of the German Federal Gazette in electronic form within the prescribed period.

What You Need To Do

• Ensure timely submission of accounting documents in electronic form to the German Federal Gazette
• Review internal procedures to guarantee compliance with section 325 of the German Commercial Code

Key Dates

Related Regulations

What Changed

This is not a regulatory change but an enforcement of existing requirements under the German Commercial Code (HGB): Section 325 HGB: Mandates submission of consolidated accounting documents (e.g., annual financial statements, management reports) for disclosure in electronic form to the Bundesanzeiger operator within prescribed periods (typically three months after fiscal year-end for AGs, i.e., by 31 March for calendar-year filers). Section 335 HGB: Provides the legal basis for disciplinary fine

What You Need To Do

• Verify filing processes
• Conduct gap analysis
• Train staff
• Monitor Bundesanzeiger confirmations
• No appeal if fined

Key Dates

References

• [1] investegate.co.uk
• [2] baywa.com
• [3] freshplaza.com
• [4] us.baywa-re.com
• [5] geschaeftsbericht.baywa.com
• [6] baywa.com

What Changed

The Federal Office of Justice imposed a disciplinary fine due to a breach of section 325 of the German Commercial Code, which requires companies to submit their consolidated accounting documents for the purpose of disclosure to the operator of the German Federal Gazette in electronic form within the prescribed period.

What You Need To Do

• Ensure timely submission of consolidated accounting documents for the purpose of disclosure to the operator of the German Federal Gazette in electronic form
• Review and update internal procedures to comply with section 325 of the German Commercial Code

Key Dates

Related Regulations

What Changed

Based on the enforcement context, the regulatory requirements at issue involve: Financial Reporting Obligations: Entities subject to WpHG must publish financial reports in accordance with statutory deadlines and content requirements Disclosure Standards: Reports must meet quality and completeness standards established under German securities law Enforcement Mechanism: The BfJ has authority to impose disciplinary fines for non-compliance with publication requirements No Safe Harbor: Delayed or d

What You Need To Do

• *Audit Current Compliance
• *Strengthen Internal Controls
• *Document Procedures
• *Monitor Deadlines
• *Legal Review

Key Dates

What Changed

This is not a regulatory change or new requirement but an enforcement decision enforcing existing obligations under § 37w WpHG (disciplinary measures for breaches of publication duties) and related provisions of the WpHG. Key requirements reiterated include: Timely publication of annual financial reports and ad-hoc announcements via electronic means (e.g., DGAP platform). Ensuring completeness and accuracy of published financial statements, including management reports. Immediate correction of a

What You Need To Do

• Conduct an internal audit of recent financial report publications (last 12-24 months) for timeliness, accuracy, and platform compliance (e
• Implement or enhance pre-publication checklists, including dual approvals and automated validation tools to flag delays or errors
• Train IR and compliance staff on WpHG §§ 15, 111-114 (ad-hoc and periodic reporting) and § 37w (sanctions)
• Review outsourcing arrangements for reporting (e
• Document remedial actions and report to the supervisory board; consider voluntary self-disclosure for any identified breaches to mitigate fines

Key Dates

What Changed

No new regulatory changes are introduced; this is an enforcement case applying existing WpHG requirements for periodic financial reporting by publicly listed entities. The case reinforces the statutory duty under Section 40c WpHG (as referenced in the BaFin publication title) to publish financial reports promptly, with BfJ acting as the disciplinary authority for such violations. It aligns with BaFin's ongoing risk-based enforcement on financial reporting for publicly traded companies, emphasizi

What You Need To Do

• Conduct immediate gap analysis of financial reporting processes to ensure compliance with WpHG Sections 37 et seq
• Implement automated monitoring and reminders for publication deadlines (e
• Strengthen internal controls, including pre-publication reviews by compliance and legal teams, with escalation to senior management
• Train responsible personnel on disciplinary risks, documenting adherence to avoid BfJ fines (up to €5 million or 3% of turnover for severe cases)
• For listed firms, integrate reporting into broader governance frameworks, aligning with BaFin's data-driven supervision expectations

Key Dates

References

• [1] gleisslutz.com
• [2] fincrimecentral.com
• [3] soleos.com
• [4] regulationtomorrow.com

What Changed

No new regulatory changes are introduced; this is an enforcement action enforcing existing requirements under the German Securities Trading Act (WpHG § 124), which mandates timely publication of financial reports for publicly listed companies. The case reaffirms the disciplinary framework where BfJ, as the competent authority, can impose fines up to €700,000 (or 5% of turnover) for violations, with this €50,000 fine reflecting a proportionate measure for the breach. It aligns with BaFin's strate

What You Need To Do

• Conduct immediate gap analysis of financial reporting processes to ensure compliance with WpHG §§ 37c, 115, and 124 on publication of annual, half-yearly, and ad-hoc reports via electronic means (e
• Implement automated monitoring and reminders for reporting deadlines, with dual sign-off by compliance and finance teams
• Train management on personal liability for reporting failures, including documentation of internal controls to demonstrate due diligence in supervisory reviews
• For firms with similar profiles, voluntarily self-report past lapses to BfJ/BaFin to potentially mitigate fines, referencing this case as precedent

Key Dates

References

• [1] gleisslutz.com
• [2] fincrimecentral.com
• [3] soleos.com
• [4] regulationtomorrow.com

What Changed

The enforcement action clarifies BaFin's expectations regarding fair and clear marketing communications for investment services: Investment services providers must explicitly and unambiguously disclose all material costs, including processing fees, when advertising services as "free" Marketing materials must present both benefits and risks of services in a balanced manner, with relevant risks highlighted alongside advantages These obligations apply across all marketing channels, including compa

What You Need To Do

• *For flatexDEGIRO Bank AG (already completed)
• Modify marketing materials to clearly and explicitly disclose all material costs and fees
• Ensure balanced presentation of benefits and risks across all marketing channels
• *For all investment services providers (preventive compliance):
• *Implement clear disclosure protocols requiring that:

Key Dates

References

• [1] fxnewsgroup.com
• [2] financemagnates.com
• [3] financemagnates.com
• [4] tradingview.com
• [5] fxnewsgroup.com