Comparable and clear company financial statements across the EU

SUMMARY OF:

Directive 2013/34/EU on the annual financial statements, consolidated financial statements and related reports of certain types of businesses

WHAT IS THE AIM OF THE DIRECTIVE?

It aims to:

ensure the clarity and comparability of financial statements, other than international financial reporting standards (IFRS);
limit administrative burdens and provide for simple and robust accounting rules, especially for small and medium-sized enterprises (SMEs);
increase transparency of the payments made by the mining and logging industries to governments, and of the corporate taxes paid by very large multinational groups;
set out the rules as regards corporate sustainability reporting following the amendments of Directive (EU) 2022/2464, the corporate sustainability reporting directive (CSRD).

KEY POINTS

The legislation applies to limited liability types of companies in the European Union (EU).
The legislation defines and differentiates between micro, small, medium-sized and large companies, based on their:
- balance sheet;
- net turnover;
- average number of employees during a financial year.
For each of the following size categories, it sets three limits, two of which must not be exceeded:
- micro-undertakings: balance sheet (€350,000), net turnover (€700,000), employees (10);
- small undertakings: balance sheet (€4 million), net turnover (€8 million), employees (50);
- medium-sized undertakings: balance sheet (€20 million), net turnover (€40 million), employees (250).
Large undertakings exceed at least two of the three following criteria: balance sheet (€20 million), net turnover (€40 million) and employees (250).

Similarly, the directive sets similar rules for company groups (consisting of parent and subsidiary undertakings) of different sizes.

Annual financial statements must:
- contain, as a minimum, the balance sheet, the profit and loss account and the notes to the financial statements*;
- give a true and fair view of the company’s assets, liabilities, financial position and profit or loss;
- be published by each company in the relevant national business register.
The directive sets out general financial reporting principles, such as consistent application of accounting policies and measurement bases from one year to the next.
Detailed rules cover the presentation of the balance sheets, profit and loss accounts and the notes to the financial statements, along with management reports, non-financial information, corporate governance and consolidated statements.
The obligations may vary depending on a company’s size, and the directive allows for exemptions or simplifications in many areas for micro-undertakings and SMEs. It is up to each EU Member State to decide on the extent of these exemptions and simplifications.
The financial statements of public interest entities and medium-sized and large undertakings must be audited by one or more statutory auditors.
Large companies involved in mining minerals, oil, natural gas or other materials or those involved in logging in primary forests* must publish details of payments over €100,000 in total that they have made to governments in any financial year.
As of 22 June 2023, Chapter 10a of Directive 2013/34/EU applies, which concerns the disclosure of income tax information by multinational groups with annual consolidated revenue of more than €750 million.
- The parent companies of such groups will be required to declare, in a specific report published on their website, their revenues, profits, corporate income tax paid and number of employees per Member State and per non-EU country that does not cooperate with the EU on tax matters or that does not meet all standards and has committed to reform.
- Business registers will also provide public access to these reports.
- Non-EU-country multinational groups doing business in the EU are required to report similarly.
Rules introduced by amending Directive (EU) 2022/2464 on corporate sustainability reporting require small, medium-sized and large undertakings (not micro-undertakings) listed on EU-regulated markets – and parent companies of large groups – to include in their management report information relating to the company’s impact on sustainability matters (such as environmental rights, social rights, human rights and governance factors), along with information necessary to understand how sustainability aspects affect its development, performance and position. The application of these rules will be phased in (see below).

Repeal

Directive 2013/34/EU repeals earlier accounting directives (78/660/EEC and 83/349/EEC) and amends Directive 2006/43/EC (see summary).

FROM WHEN DO THE RULES APPLY?

Directive 2013/34/EU had to be transposed into national law by 20 July 2015.
Amending Directive (EU) 2021/2101 had to be transposed by 22 June 2023, and reports will be done for financial years starting on or after 22 June 2024.
Amending Directive (EU) 2022/2464 has to be transposed by 6 July 2024. Its application will be in three phases:
- financial year 2024 for companies already subject to the non-financial reporting directive (Directive 2014/95/EU – see summary);
- financial year 2025 for large companies that are not currently subject to Directive 2014/95/EU;
- financial year 2026 for listed SMEs, small and non-complex credit institutions and captive insurance undertakings*.

These rules also apply to EU and non-EU companies with securities admitted to trading on EU-regulated markets due to the cross-reference included in Directive 2004/109/EC by amending Directive (EU) 2022/2464.

BACKGROUND

The directive is part of the European Commission’s better regulation programme. This emphasises the importance of quality legislation that ensures administrative burdens are proportionate to the benefits they bring.
For further information, see:
- Company reporting (European Commission)
- Corporate sustainability reporting (European Commission).

KEY TERMS

Notes to the financial statements. Additional information to that contained in a company’s financial statements. This information is provided in the interests of clarity and may include, for example, accounting methodologies used for recording and reporting transactions and pension plan details.

Primary forests. Forests of native species, where there is no clearly visible indication of human activities and the ecological processes are not significantly disturbed.

Captive insurance undertaking. An insurance undertaking, owned either by a financial undertaking other than an insurance or reinsurance undertaking or a group of insurance or reinsurance undertakings or by a non-financial undertaking, the purpose of which is to provide insurance cover exclusively for the risks of the undertaking or undertakings to which it belongs or of an undertaking or undertakings of the group of which it is a member.

MAIN DOCUMENT

Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, pp. 19–76).

Successive amendments to Directive 2013/34/EU have been incorporated into the original text. This consolidated version is of documentary value only.