Article 23 › 5

In cases not covered by paragraph 3, a Member State may, without prejudice to paragraphs 1, 2 and 3 of this Article, exempt from the obligation to draw up consolidated financial statements and a consolidated management report any parent undertaking (the exempted undertaking) governed by its national law which is also a subsidiary undertaking, including a public-interest entity unless that public-interest entity falls under point (1)(a) of Article 2, the parent undertaking of which is governed by the law of a Member State, provided that all the conditions set out in paragraph 4 are fulfilled and provided further: (a) that the shareholders in or members of the exempted undertaking who own a minimum proportion of the subscribed capital of that undertaking have not requested the preparation of consolidated financial statements at least six months before the end of the financial year; (b) that the minimum proportion referred to in point (a) does not exceed the following limits: (i) 10 % of the subscribed capital in the case of public limited liability companies and limited partnerships with share capital; and (ii) 20 % of the subscribed capital in the case of undertakings of other types; (c) that the Member State does not make the exemption subject to: (i) the condition that the parent undertaking, which prepared the consolidated financial statements referred to in point (a) of paragraph 4, is governed by the national law of the Member State granting the exemption, or (ii) conditions relating to the preparation and auditing of those financial statements.

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Source: EUR-Lex CELLAR · retrieved 2026-08-27