Annual financial statements and appropriation of profit are null and void if the audit report is omitted

Before the annual financial statements are approved at the Annual General Meeting and the appropriation of retained earnings is resolved, the audit report must be available. This is the case for companies that must have their annual financial statements audited by an auditor. All public limited companies and limited liability companies with more than ten full-time employees on an annual average are obliged to have an audit.

If the audit report is not available, the resolutions to approve the annual financial statements and the consolidated financial statements as well as the appropriation of the balance sheet profit are null and void.

The consequences of this are

• The resolutions of the shareholders’ meeting are null and void.
• An audit by the social security authorities may reveal a lack of organisation, which will result in a report to the commercial register.
• Claims for reimbursement of dividends, bonuses, etc. may arise.