DRS 19
Active
The obligation to prepare consolidated accounts, and the scope of consolidation
Pflicht zur Konzernrechnungslegung und Abgrenzung des Konsolidierungskreises
1
Scope – the Foundational "Who's In the Group" Question
Elaborating §290's own control tests and §296's own exclusion grounds
DRS 19 sits at the very foundation of group accounting: it elaborates HOW to apply the §290 HGB control tests (established in detail in the earlier HGB poster series – voting rights, appointment rights, control agreements, and the structured-entity/SPE risks-and-rewards test) and the §296 exclusion grounds in genuinely ambiguous, real-world scenarios the bare statutory text doesn't fully resolve on its own.
2
Applying the Control Tests to Genuinely Ambiguous Structures
Beyond simple majority ownership
DRS 19 provides detailed guidance for scenarios where control is genuinely NOT obvious from ownership percentage alone – potential voting rights (options, convertible instruments), de facto control through consistently-achieved voting majorities at general meetings even without formal majority ownership, and structured entities where the §290(2) Nr.4 risks-and-rewards test applies rather than a traditional voting-rights analysis.
Special-purpose entities, elaborated
Given HGB's own SPE-capture mechanism (§290(2) Nr.4, established in the earlier HGB poster series as parallelling IFRS 10's own structured-entity approach) is deliberately principles-based rather than a bright-line test, DRS 19 supplies worked criteria and indicators for determining when an entity genuinely bears the majority of an SPE's own risks and rewards.
3
The Exclusion Grounds, Applied
Genuine guidance for the narrow §296 exceptions
Recall the four narrow §296(1) exclusion grounds established in the earlier HGB poster series (severe restrictions, disproportionate cost, held exclusively for resale, subordinate importance) – DRS 19 provides detailed guidance on evidencing each ground, and specifically elaborates the §296(2) anti-abuse aggregation rule (multiple individually-immaterial subsidiaries still requiring inclusion if collectively material), a genuinely important safeguard against a group deliberately excluding several smaller entities piecemeal.
4
Worked Example – De Facto Control Without Majority Ownership
A 35% shareholder consistently controlling the general meeting
A company holds 35% of another entity's voting shares – below the formal §290(2) Nr.1 majority threshold – but the remaining shares are widely dispersed among thousands of small shareholders who consistently do not attend general meetings, meaning the 35% stake has, in every meeting over the past several years, effectively controlled the outcome of every shareholder vote.
DRS 19 provides guidance that this "de facto control" pattern – consistent, demonstrated voting dominance despite formal minority ownership – CAN satisfy §290's own control test, requiring full consolidation, even though a purely mechanical percentage-ownership test would suggest otherwise.
5
Relationship to IFRS (IFRS 10)
A genuinely strong convergence in underlying philosophy
DRS 19's own approach to de facto control and structured entities closely mirrors IFRS 10's own control model – both frameworks have moved toward a substance-based, principles-driven control assessment rather than a purely mechanical voting-percentage test, reflecting a broadly shared international consensus that genuine economic control, however achieved, should drive consolidation scope.