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Auditing company - recognition
Service Description
In order to establish an auditing company (WPG), you need recognition by the Chamber of Auditors. Recognition requires proof that the company is responsibly managed by auditors.
Auditors must be appointed by the Chamber of Auditors in order to practice their profession.
The legal form of the company to be founded for a WPG can be either a partnership or a corporation:
- General partnership (OHG)
- Partnership company (PartG)
- Limited partnership (KG)
- Limited liability company (GmbH)
- Stock corporation (AG)
- Partnership limited by shares (KGaA)
- European Company (SE)
Note: General partnerships and limited partnerships can be recognized as auditing companies if they have been entered in the commercial register as commercial companies due to their fiduciary activities.
Prerequisites:
A prerequisite for recognition is that the majority of the legal representatives (members of the board of directors, managing directors, personally liable partners, managing directors or partners) are certified public accountants or auditors licensed in another member state of the European Union (EU), in a contracting state to the Agreement on the European Economic Area (EEA) or in Switzerland.
Personally liable partners may also be auditing companies or legal representatives of an auditing company or auditing company licensed in another EU/EEA member state or Switzerland.
Sworn auditors, tax advisors and lawyers are also entitled to be legal representatives of audit firms. In addition, specially qualified persons who exercise a profession that is compatible with the profession of auditor may be authorized by the Chamber of Auditors to be legal representatives of audit firms.
Note: Persons who are expert auditors in a third country, as well as lawyers, patent attorneys and tax advisors from a third country, may be authorized by the Chamber of Public Accountants to be legal representatives of audit firms if the conditions for their professional practice in the respective country essentially correspond to the relevant German laws.
In addition to the regulations on legal representation, there are also, among other things, provisions on the permissible group of shareholders, minimum capital and transfer restrictions, and the conclusion of professional liability insurance, which must be fulfilled for recognition as an auditing company.
Procedure:
You must submit the application for recognition as an auditing company to the competent body.
The Chamber of Auditors examines your documents and decides whether the company is recognized as an audit company. A certificate is issued on recognition as a WPG.
Who should I contact?
Contact the Chamber of Public Accountants.
Which documents are required?
- Copy or certified copy of the articles of association or partnership agreement
- Proof of the conclusion of sufficient professional liability insurance (provisional confirmation of coverage by the professional liability insurer)
- For limited liability companies, stock corporations and partnerships limited by shares: additionally
- Proof of the company's share capital (at least 25,000.00 euros for a GmbH, at least 50,000.00 euros for an AG and KGaA); in the case of a cash formation, you must provide proof of payment of the minimum capital by submitting the original bank confirmation - it will be returned upon request.
- in the case of contributions in kind: report on the formation of the company in kind in accordance with Section 5 (4) Sentence 2 of the German Limited Liability Companies Act (GmbHG; this only applies to companies in the legal form of a GmbH)
- for already existing companies: (interim) financial statements showing that the value of individual assets less debts is at least equal to the statutory minimum amount of the share capital
- declaration of each partner that he/she does not hold the shares in the auditing company for the account of a third party
- Employment contracts of the partners working in the company (e.g. sworn auditors, tax advisors, lawyers, tax agents) who do not hold a position as a member of a governing body; the submission of an employment contract is not required for auditors and EU auditors.
- Certificates from foreign professional organizations regarding the approval or recognition of EU auditors and EU audit firms.
Note: In the case of audit firms in the legal form of AG or KGaA, the shares must be in registered form.
Legal basis
What else should I know?
Detailed information is available from the Chamber of Public Accountants. The latter also offers two fact sheets for the establishment of an audit firm as a GmbH:
- WPG in the legal form of a GmbH without inclusion of EU auditors.
- WPG in the legal form of a GmbH with inclusion of EU auditors
Even before notarization of the articles of association, it is advisable to consult both the Chamber of Auditors and the locally competent Chamber of Industry and Commerce (IHK), which may be requested to comment by the registration court in the procedure for entry in the commercial register.
The recognized company is obliged to include the designation "auditing company" in its name and to use it in professional dealings. You must notify the Chamber of Public Accountants immediately of any change in the partnership agreement or the articles of association or in the person of the legal representatives. You must enclose a certified copy of the relevant document with the notification of change. If the change is entered in the commercial register or partnership register, a certified copy of the entry must be submitted.
Author
The text was automatically translated based on the German content per DeepL.
Source: Zuständigkeitsfinder Thüringen (Linie6PLus)
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