Judgment_paragraph 5 · Mömax Logistik GmbH v Bundesamt für Justiz (C-528/12)

5Article 57 of Directive 78/660 states as follows:‘Notwithstanding the provisions of [Directive 68/151] and [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 58 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 1977 L 26, p. 1)], a Member State need not apply the provisions of this Directive concerning the content, auditing and publication of annual accounts to companies governed by their national laws which are subsidiary undertakings, as defined in [Seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54(3)(g) of the Treaty on consolidated accounts (OJ 1983 L 193, p. 1)], where the following conditions are fulfilled:(a) the parent undertaking must be subject to the laws of a Member State;(b) all shareholders or members of the subsidiary undertaking must have declared their agreement to the exemption from such obligation; this declaration must be made in respect of every financial year;(c) the parent undertaking must have declared that it guarantees the commitments entered into by the subsidiary undertaking;(d) the declarations referred to in (b) and (c) must be published by the subsidiary undertaking as laid down by the laws of the Member State in accordance with Article 3 of [Directive 68/151];(e) the subsidiary undertaking must be included in the consolidated accounts drawn up by the parent undertaking in accordance with Directive [83/349];(f) the above exemptions must be disclosed in the notes on the consolidated accounts drawn up by the parent undertaking;(g) the consolidated accounts referred to in (e), the consolidated annual report, and the report by the person responsible for auditing those accounts must be published for the subsidiary undertaking as laid down by the laws of the Member State in accordance with Article 3 of [Directive 68/151].’