Article 38
Undertakings which are members having unlimited liability of other undertakings
1.
Member States may require undertakings referred to in point (a) of Article 1(1) which are governed by their laws and which are members having unlimited liability of any undertaking referred to in point (b) of Article 1(1) (‘the undertaking concerned’), to draw up, have audited and publish, with their own financial statements, the financial statements of the undertaking concerned in accordance with this Directive; in such case the requirements of this Directive shall not apply to the undertaking concerned.
2.
Member States shall not be required to apply the requirements of this Directive to the undertaking concerned where:
(a)
the financial statements of the undertaking concerned are drawn up, audited and published in accordance with the provisions of this Directive by an undertaking which:
(i)
is a member having unlimited liability of that undertaking concerned, and
(ii)
is governed by the laws of another Member State;
(b)
the undertaking concerned is included in consolidated financial statements drawn up, audited and published in accordance with this Directive by:
(i)
a member having unlimited liability, or
(ii)
where the undertaking concerned is included in the consolidated financial statements of a larger body of undertakings drawn up, audited and published in conformity with this Directive, a parent undertaking governed by the laws of a Member State. This exemption shall be disclosed in the notes to the consolidated financial statements.
3.
In the cases referred to in paragraph 2, the undertaking concerned shall, upon request, reveal the name of the undertaking publishing the financial statements.