Along with the Sustainability Reporting Act, the legislator amended the UGB in the area of disclosure requirements and, above all, the coercive penalties were drastically increased..
- Generally, the law now stipulates for "the legal representatives of capital companies" – i.e., for managing directors of GmbHs, FlexCos, GmbH & Co KGs, for board members of an AG or SE, or for administrative board members of an SE – that they must declare, at the latest upon submission of the annual financial statements and the management report (among other things), which size category the company falls into (details: § 277 para 4 UGB nF).
- Coercive Penalties:
The coercive penalties that the commercial register court can impose in case of non-compliance with disclosure requirements (including those concerning sustainability reporting) are significantly increased from the previous € 3,600 to € 7,000 (§ 284 UGB). Only for small capital companies was the maximum amount of coercive penalties maintained at € 3,600.
For the repeated violation of the disclosure obligation, the legislator has the penalty framework increased, namely
• for medium-sized capital companies from the previous € 3,600 up to € 20,000 and
• for large corporations from previously € 3,600 up to € 50,000 (!).
The statute of limitations for criminal liability was set at five years.
Penalty payments are to be imposed both against the company and against its managing directors/board members/members of the administrative board.
