Procedure descriptions

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

Chamber of auditors - Accreditation of an audit firm

To set up an audit firm (WPG), you have to be accredited by the Chamber of Auditors. The accreditation assumes that there is proof that the firm will be managed responsibly by auditors.

Both partnership companies and also corporations are possible for a WPG as the legal form of the new company:

  • General partnerships (OHG)
  • Partnership Companies (PartG)
  • Limited Commercial Partnership (KG)
  • Limited Liability Company (GmbH)
  • Public Limited Company (AG)
  • Commercial Partnership limited by Shares (KGaA)
  • European Company (SE)

Note: General partnerships and limited commercial partnerships can be accredited as auditing firms, if they have been registered in the Commercial Register as trading companies due to their trust activities.

To be able to exercise their profession, auditors have to be appointed by the Chamber of Auditors.

Responsible authority

Chamber of Auditors

Prerequisite

The requirement for the accreditation is that the majority of the legal representatives (members of the board, managing directors, general partners, executive directors or partners) are auditors or are registered as auditors of annual accounts in another member state of the European Union (EU), in a state party to the agreement on the European Economic Area (EAA) or Switzerland.

General partners can also be audit firms or legal representatives of an audit firm or an audit firm in another EU/EEA member state or Switzerland.

Certified accountants, tax consultants and lawyers are also authorised to be legal representatives of audit firms. Furthermore, specially qualified persons, who exercise a profession which is complementary to the profession of auditors, can get the authorisation from the Chamber of Auditors to be legal representatives of the audit firm.

Note: Persons, who are expert auditors in a third country, as well as lawyers, patent attorney and tax consultants from a third country can get authorisation from the Chamber of Auditors to be legal representatives of audit firms, if the requirements to carry out their professions in the respective country corresponds significantly to the relevant German laws.

In addition to the rules on the legal representation, there is amongst other things also the requirements on the persons permitted to be partners, on minimum capital and the restriction on transferability and on the conclusion of professional indemnity insurance, which have to be met for the accreditation as an audit firm.

Tip: You can get detailed information from the Chamber of Auditors. It also provides two leaflets on setting up an audit firm as a GmbH:

Procedure

The application for accreditation of the audit firm has to be submitted to the responsible authority.

The Chamber of Auditors will check your documents and will decide whether the company will be accredited as an audit firm. A certificate is issued for the accreditation as WPG.

Tip: Already before the notarisation of the company agreement or the articles of association, it is advisable to discuss matters both with the Chamber of Auditors and also with the local responsible Chamber of Commerce and Industry (Industrie- und Handelskammer (IHK)), as both can be requested by the Registration Court to give a statement in the procedure for Registration in the Commercial Register.

Required documents

  • copy or certified copy (beglaubigte Kopie) of the company agreement or the articles of association
  • proof that sufficient professional indemnity insurance has been concluded (provisional cover note from the professional indemnity insurer)
  • in the cases of limited liability companies, public limited companies and commercial partnerships limited by shares: in addition to the above
    • proof of the share capital of the company (at least 25,000 euros for GmbH, at least 50,000 euros for AG and KGaA)
      If the company was formed by cash subscription, you have to provide evidence that the minimum capital was paid by presenting an original bank confirmation – it will be returned to you upon request.
    • if payment is by a contribution in kind: statutory report on non-cash contributions as provided for by §5 Para. 4 Cl. 2 of the law regarding limited liability companies (§ 5 Abs. 4 Satz 2 Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG)) (this only refers to companies with the legal form GmbH)
    • in the case of already existing companies: (interim) financial statement, from which is apparent that the value of the individual intangible assets less the debts at least equals the statutory minimum amount of the share capital
  • declaration of each partner, that s/he does no hold shares in the audit firm for a third party
  • employment contracts of the partners working in the company (e.g. certified accountant, tax consultants, lawyers, tax agents), who do not have an executive position
    Auditors and EU annual account auditors do not have to present an employment contract.
  • confirmation from foreign professional associations regarding the registration or accreditation of the EU annual account auditors and EU audit firms

Note: In the case of audit firms with the legal form AG or KGaA, the shares have to be registered shares.

Miscellaneous

The accredited company is obliged to include the description "Audit Firm" in the name and to use it for professional transactions.

All changes in the company agreement or the articles of association or in the person of the legal representative have to be notified without delay to the Chamber of Auditors. You have to attach a certified copy of the relevant document to the notification of change. If the change is registered in the Commercial Register or the register of partnerships, a certified copy of the registration has to be submitted subsequently.

Costs/Benefits

for the accreditation of an audit firm: Administrative fee of EUR 1.000

Issuing a certificate of exemption in accordance with § 28 Para. 2 and Para. 3 WiPrO (the legal representative is a certified accountant, tax consultant or lawyer, or an expert auditor from a third country) costs EUR 270,00.

Release note

The German original version of this text was drafted in close cooperation with the relevant departments. The Wirtschaftsprüferkammer released it on 02.06.2017. Only the German text is legally binding. The Federal State does not assume any liability for the translated texts.
In cases of doubt or if you have any questions or problems, please contact the relevant authorities directly.

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