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21.3.2012 Official
Journal
of
the
European
Union
L
81/3
DIRECTIVE 2012/6/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 14 March 2012
amending Council Directive 78/660/EEC on the annual accounts of certain types of companies as
regards micro-entities
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
(5) Micro-entities
have
limited
resources
with
which
to
EUROPEAN UNION,
comply with demanding regulatory requirements.
However, they are often subject to the same financial
reporting rules as larger companies. Those rules place
Having regard to the Treaty on the Functioning of the European
on them a burden which is not in proportion to their
Union, and in particular Article 50(1) thereof,
size and is therefore disproportionate for the smallest
enterprises as compared to larger ones. Therefore, it
should be possible to exempt micro-entities from
Having regard to the proposal from the European Commission,
certain obligations that may impose on them an
unnecessarily onerous administrative burden. However,
micro-entities should still be subject to any national
Having regard to the opinion of the European Economic and
obligation to keep records showing their business trans
Social Committee ( 1 ),
actions and financial position.
Acting in accordance with the ordinary legislative procedure ( 2 ),
(6)
Given that the numbers of companies to which the size
criteria set in this Directive will apply will vary greatly
from one Member State to another, and given that the
Whereas:
activities of micro-entities have no bearing, or only a
limited bearing, on cross-border trade or the functioning
of the internal market, Member States should take into
(1) The
European
Council
of
8
and
9
March
2007
account the differing impact of those criteria when
underlined in its conclusions that reducing administrative
implementing this Directive at national level.
burdens is important for boosting Europe's economy and
that a strong joint effort to reduce administrative burdens
within the European Union is necessary.
(7) Member
States
should
take
into
account
the
specific
conditions and needs of their own markets when
making decisions about how or whether to implement
(2)
Accounting has been identified as one of the key areas in
which administrative burdens for companies within the
a micro-entity regime within the context of Council
Union may be reduced.
Directive 78/660/EEC (


4 ).
(3) Commission
Recommendation
2003/361/EC
( 3 ) defines
(8) Micro-entities
must
take
account
of
income
and
charges
micro, small and medium-sized enterprises. However,
relating to the financial year, irrespective of the date of
consultations with Member States have indicated that
receipt or payment of such income or charges. However,
the size criteria for micro-enterprises in that Recommen
the calculation of prepayments and accrued income and
dation may be too high for accounting purposes.
accruals and deferred income can be burdensome for
Therefore, a sub-group of micro-enterprises, so-called
micro-entities. Consequently, Member States should be
"micro-entities", should be introduced to cover
permitted to exempt micro-entities from calculating and
companies with lower size criteria for balance sheet
presenting such items, only to the extent that such
total and net turnover than those laid down for micro-
exemption relates to charges other than the cost of raw
enterprises.
materials and consumables, value adjustments, staff costs
and tax. In this way, the administrative burden involved
in calculating relatively small balances may be reduced.
(4)
Micro-entities are in most cases engaged in business at
local or regional level with no or limited cross-border
activity. In addition, they play an important role in
(9) Publication
of
annual
accounts
can
be
burdensome
for
creating new jobs, fostering research and development
micro-entities. At the same time, Member States need to
and creating new economic activities.
ensure compliance with this Directive. Accordingly,
Member States should be permitted to exempt micro-
entities from a general publication requirement,
( 1 ) OJ C 317, 23.12.2009, p. 67.
( 2 ) Position of the European Parliament of 10 March 2010 (OJ C 349 E,
provided that balance sheet information is duly filed, in
22.12.2010, p. 111) and position of the Council at first reading of
accordance with national law, with at least one
12 September 2011 (OJ C 337 E, 18.11.2011, p. 1). Position of the
designated competent authority and that the information
European Parliament of 13 December 2011 (not yet published in
is transmitted to the business register, so that a copy
the Official Journal) and decision of the Council of 21 February
2012.
( 3 ) OJ L 124, 20.5.2003, p. 36.
( 4 ) OJ L 222, 14.8.1978, p. 11.

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L 81/4
EN
Official Journal of the European Union
21.3.2012
should be obtainable upon application. In such cases the
HAVE ADOPTED THIS DIRECTIVE:
obligation laid down in Article 47 of Directive
78/660/EEC to publish any accounting document in
accordance with Article 3(5) of Directive
Article 1
2009/101/EC ( 1 ), would not apply.
Amendments to Directive 78/660/EEC
Directive 78/660/EEC is hereby amended as follows:
(10) The
aim
of
this
Directive
is
to
enable
Member
States
to
create a simple financial reporting environment for
micro-entities. The use of fair values can result in the
(1) the following Article is inserted:
need for detailed disclosures to explain the basis on
which the fair value of certain items has been deter
mined. Given that the micro-entity regime provides for
"Article 1a
very limited disclosure by way of notes on the accounts,
the users of the accounts of micro-entities would not
1. Member
States
may
provide
for
exemptions
from
know whether the amounts presented in the balance
certain obligations under this Directive in accordance with
sheet and the profit and loss account incorporate fair
paragraphs 2 and 3 in respect of companies which on their
values. Accordingly, to provide certainty for such users
balance sheet dates do not exceed the limits of two of the
in this regard, Member States should not permit or
three following criteria (micro-entities):
require micro-entities using any of the exemptions
available to them under this Directive to use the fair
valuation basis in drawing up their accounts. Micro-
(a) balance sheet total: EUR 350 000;
entities that wish or need to use fair value will still be
able to do so by using other regimes under this Directive
where a Member State permits or requires such use.
(b) net turnover: EUR 700 000;
(11) When making decisions about how or whether to
(c) average number of employees during the financial
implement a micro-entity regime within the scope of
year: 10.
Directive 78/660/EEC, Member States should ensure
that micro-entities that are to be consolidated under
Council Directive 83/349/EEC
( 2 ) on consolidated
2. Member
States
may
exempt
companies
referred
to
in
accounts avail themselves of accounting data detailed
paragraph 1 from any or all of the following obligations:
enough for that purpose and that exemptions in this
Directive are without prejudice to the obligation to
prepare consolidated accounts in accordance with
Directive 83/349/EEC.
(a) the obligation to present 'Prepayments and accrued

income' and 'Accruals and deferred income' in
accordance with Articles 18 and 21;
(12) Since the objective of this Directive, namely to reduce the
administrative burden for micro-entities, cannot be suffi
(b) where a Member State makes use of the option in point
ciently achieved by the Member States, and can therefore
(a) of this paragraph, it may permit those companies,
by reason of its effect be better achieved at Union level,
only in respect of other charges as referred to in point
the Union may adopt measures in accordance with the
(b)(vi) of paragraph 3, to depart from Article 31(1)(d)
principle of subsidiarity as set out in Article 5 of the
with regard to the recognition of 'Prepayments and
Treaty on European Union. In accordance with the
accrued income' and 'Accruals and deferred income',
principle of proportionality, as set out in that Article,
provided that this fact is disclosed in the notes on the
this Directive does not go beyond what is necessary to
accounts or, in accordance with point (c) of this para
achieve that objective.
graph, at the foot of the balance sheet;
(13) Directive 78/660/EEC should therefore be amended
(c) the obligation to draw up notes on the accounts in
accordingly,
accordance with Articles 43 to 45, provided that the
information required by Article 14 and point (13) of
( 1 ) Directive 2009/101/EC of the European Parliament and of the
Article 43(1) of this Directive and Article 22(2) of
Council of 16 September 2009 on coordination of safeguards
Directive 77/91/EEC (*) is disclosed at the foot of the
which, for the protection of the interests of members and third
balance sheet;
parties, are required by Member States of companies within the
meaning of the second paragraph of Article 54 of the Treaty,
with a view to making such safeguards equivalent (OJ L 258,
1.10.2009, p. 11).
(d) the obligation to prepare an annual report in
Editorial note: The title of Directive 2009/101/EC has been adjusted
accordance with Article 46 of this Directive, provided
to take account of the renumbering of the articles of the Treaty
that the information required by Article 22(2) of
establishing the European Community, in accordance with
Directive 77/91/EEC is disclosed in the notes on the
Article 5 of the Treaty of Lisbon; the original reference was to the
second paragraph of Article 48 of the Treaty.
accounts or, in accordance with point (c) of this para
( 2 ) OJ L 193, 18.7.1983, p. 1.
graph, at the foot of the balance sheet;

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EN
21.3.2012 Official
Journal
of
the
European
Union
L
81/5
(e) the obligation to publish annual accounts in accordance
8. The
balance
sheet
total
referred
to
in
point
(a)
of
with Articles 47 to 50a, provided that the balance sheet
paragraph 1 shall consist either of the assets referred to
information contained therein is duly filed, in
in items A to E under 'Assets' in Article 9 or the assets
accordance with national law, with at least one
referred to in items A to E in Article 10. If point (a) of
competent authority designated by the Member State
paragraph 2 applies, the balance sheet total referred to in
concerned. Whenever the competent authority is not
point (a) of paragraph 1 shall consist either of the assets
the central register, commercial register or companies
referred to in items A to D under 'Assets' in Article 9 or the
register, as referred to in Article 3(1) of Directive
assets referred to in items A to D in Article 10.
2009/101/EC (**), the competent authority is required
to provide the register with the information filed.
___________
3. Member
States
may
permit
companies
referred
to
in
(*) Second Council Directive 77/91/EEC of 13 December
paragraph 1:
1976 on coordination of safeguards which, for the
protection of the interests of members and others,
(a) to draw up only an abridged balance sheet showing
are required by Member States of companies within
separately at least those items preceded by letters in
the meaning of the second paragraph of Article 54
Articles 9 or 10, where applicable. In cases where
of the Treaty, in respect of the formation of public
point (a) of paragraph 2 applies, items E under
limited liability companies and the maintenance and
'Assets' and D under 'Liabilities' in Article 9 or items
alteration of their capital, with a view to making
E and K in Article 10 shall be excluded from the
such safeguards equivalent (OJ L 26, 31.1.1977, p. 1).
balance sheet;
Editorial note: The title of Directive 77/91/EEC has
been adjusted to take account of the renumbering of
the articles of the Treaty establishing the European
(b) to draw up only an abridged profit and loss account
Community, in accordance with Article 12 of the
showing separately at least the following items, where
Treaty of Amsterdam and Article 5 of the Treaty of
applicable:
Lisbon; the original reference was to the second
paragraph of Article 58 of the Treaty.
(i) net turnover;
(**) Directive 2009/101/EC of the European Parliament and
(ii) other income;
of the Council of 16 September 2009 on coordination
of safeguards which, for the protection of the interests
(iii) cost of raw materials and consumables;
of members and third parties, are required by Member
States of companies within the meaning of the second
(iv) staff costs;
paragraph of Article 54 of the Treaty, with a view to
making such safeguards equivalent (OJ L 258,
1.10.2009, p. 11).
(v) value adjustments;
Editorial note: The title of Directive 2009/101/EC has
been adjusted to take account of the renumbering of
(vi) other charges;
the articles of the Treaty establishing the European
Community, in accordance with Article 5 of the
(vii) tax;
Treaty of Lisbon; the original reference was to the
second paragraph of Article 48 of the Treaty.";
(viii) profit or loss.
4. Member
States
shall
not
permit
or
require
the
appli
cation of Section 7a to any micro-entity making use of any
(2) in Article 5, paragraph 1 is replaced by the following:
of the exemptions provided for in paragraphs 2 and 3.
"
5. In
respect
of
companies
referred
to
in
paragraph
1,
1. By
way
of
derogation
from
Article
4(1)
and
(2),
annual accounts drawn up in accordance with paragraphs 2,
Member States may prescribe special layouts for the
3 and 4 shall be regarded as giving the true and fair view
annual accounts of investment companies and of financial
required by Article 2(3), and consequently Article 2(4) and
holding companies provided that those layouts give a view
(5) shall not apply to such accounts.
of these companies equivalent to that provided for in
Article 2(3). Member States shall not make available the
exemptions set out in Article 1a in respect of investment
6. Where
on
its
balance
sheet
date
a
company
exceeds
or
companies or financial holding companies.";
ceases to exceed the limits of two of the three criteria set
out in paragraph 1, that fact shall affect the application of
the derogation provided for in paragraphs 2, 3 and 4 only if
(3) Article 53a is replaced by the following:
it occurs in both the current and the preceding financial
year.
"Article 53a
7. In
the
case
of
those
Member
States
which
have
not
Member States shall not make the exemptions set out in
adopted the euro, the amount in national currency
Articles 1a, 11 and 27, points (7a) and (7b) of Article 43(1)
equivalent to the amounts specified in paragraph 1 shall
and Articles 46, 47 and 51 available in respect of
be that obtained by applying the exchange rate published
companies whose securities are admitted to trading on a
in the Official Journal of the European Union on the date of
regulated market within the meaning of point (14) of
the entry into force of any Directive setting those amounts.
Article 4(1) of Directive 2004/39/EC.".

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L 81/6
EN
Official Journal of the European Union
21.3.2012
Article 2
micro-entities taking account in particular of the situation at
national level regarding the number of companies covered by
Transposition
the size criteria and the reduction of administrative burdens
1. Member
States
shall
bring
into
force
the
laws,
regulations resulting from the exemption from the publication requirement.
and administrative provisions necessary to comply with this
Directive if and when they decide to make use of any option
Article 4
provided for in Article 1a of Directive 78/660/EEC, taking into
account in particular the situation at national level regarding the
Entry into force
number of companies covered by the size criteria laid down in
paragraph 1 of that Article. They shall forthwith communicate
This Directive shall enter into force on the twentieth day
to the Commission the text of those provisions.
following that of its publication in the Official Journal of the
European Union.
When Member States adopt those provisions, they shall contain
a reference to this Directive or be accompanied by such a
Article 5
reference on the occasion of their official publication. Member
Addressees
States shall determine how such reference is to be made.
This Directive is addressed to the Member States.
2. Member
States
shall
communicate
to
the
Commission
the
text of the main provisions of national law which they adopt in
the field covered by this Directive.
Done at Strasbourg, 14 March 2012.
Article 3
Report
For the European Parliament
For the Council
Not later than 10 April 2017 the Commission shall submit to
the European Parliament, the Council and the European
The President
The President
Economic and Social Committee a report on the situation of
M. SCHULZ
N. WAMMEN

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