New extension of deadline for shareholder meetings and financial statements
On 19 May 2022, the Austrian Parliament resolved to again extend the deadlines for the preparation, adoption, and disclosure of financial statements, as well as for the holding of annual general meetings. We provide an overview of the current changes below:
Preparation and disclosure of financial statements
Hitherto, the following rule applied: If the preparation of financial statements of private and public limited liability companies, cooperatives, or associations was not possible within the first 5 months of the financial year due to the COVID-19 pandemic, the deadline would be extended by max. 9 months. This rule now applies to all financial statements for financial years ending on or before 31 December 2021. For all financial years that end in the period January to March 2022 (more precisely: prior to 30 April), the financial statements must in any case be prepared by 30 September 2022 (transitional rule). For all later financial statements, i.e. for FYs ending in May 2022 or thereafter, the standard preparation period of 5 months will again apply.
Corresponding amendments apply to the deadline for submission of financial statements to the Austrian Companies Register. The general disclosure period of 9 months has been extended to 12 months for all financial statements until 31 December 2021. For all financial years ending in the period January to March 2022 (more precisely: prior to 30 April), the deadline for the disclosure of the financial statements is 31 December 2022. Subsequently, the 9-month period will again apply.
Annual general meeting
The option for shareholders and board members to hold virtual meetings has been prolonged until 31 December 2022. In addition, the extended period of 12 months for holding the annual general meeting will remain in effect until 31 December 2022. Any shorter deadlines for meetings set out in the articles of association (or bylaws, statutes, foundation documents) can continue to be disregarded; these will now equally be deemed extended to 31 December 2022 (instead of 30 June 2022).
Therefore, financial statements as of 31 December 2021 have to be prepared by 30 September 2022, and adopted and submitted to the Austrian Companies Register by 31 December 2022. The same deadlines apply if the balance sheet date is 31 March 2022, due to the transitional rule. If the balance sheet date is any later, e.g. 30 June 2022, the regular deadlines apply: In this case, financial statements must be prepared by 30 November 2022, adopted by 28 February 2023, and filed with the Companies Register by 30 March 2023.
We have previously provided several updates on extensions to deadlines, most recently in our Legal blogpost of 21 February 2022 (in German).
Please contact us for further details. We look forward to hearing from you!
Authors: Verena Heffermann, Denise Stubenrauch