Ninth Amendment Act on Tax Advisory Law and Tax Law dated 29 June 2026 (BGBl. 2026 I No. 197); Resolution of the German Chamber of Auditors (WPK) of 10 July 2026 on new model articles for WPG with EU/EEA audit firm participation
Executive Summary
On 3 July 2026, the Ninth Act Amending Provisions in Tax Advisory Law and Tax Law came into force. It contains what is characterised as a “clarification” but is, in substance, a material tightening of the third-party ownership ban for German tax advisory firms (Steuerberatungsgesellschaften). In parallel, the WPK resolved on 10 July 2026 new model articles of association for audit firms (WPG) in the form of a GmbH held via an EU/EEA audit company.
Key takeaway: The previously practised indirect participation in German tax advisory firms via an EU audit company is, with immediate effect, no longer permissible. The route via an EU audit company into a WPG remains open in principle but is subject to materially stricter governance requirements adopted by the WPK.
Part 1: Tightening of the Ownership Ban under the Tax Advisory Act (StBerG)
Background
The third-party ownership ban in § 55a StBerG prohibits the participation of persons outside the permitted professional circle in tax advisory firms. In practice, financial investors utilised multi-tier structures: An EU audit company (commonly in Luxembourg) held shares in a German WPG, which in turn held shares in the tax advisory firm. Since § 55a StBerG (old version) only applied to the directly participating entity, this indirect participation was permissible.
The New Provision – Wording
§ 55a(1) sentence 3 StBerG (new version) (inserted by Article 1 No. 13 of the 9th StBerG Amendment Act):
In the cases of sentence 1 nos. 3 and 4, directly and indirectly participating companies must – with the exception of § 55b(3) – satisfy the recognition requirement of § 53(2) sentence 1 no. 1.
Legal consequence: Going forward, any WPG or Buchprüfungsgesellschaft participating in a tax advisory firm – and their shareholders at every level of the ownership chain – must satisfy the full recognition requirements of the StBerG, including the third-party ownership ban. Since EU audit companies are typically domiciled in jurisdictions without a comparable ownership ban, the previously practised indirect participation via such structures is now impermissible.
Enhanced Disclosure Obligations – § 76e StBerG (New Version)
§ 76e StBerG:
(1) The members of the body appointed as legal representative or the partners authorised to represent a professional practice company shall notify the competent tax advisory chamber without undue delay of any change of a directly or indirectly participating shareholder, where a recognised audit firm or recognised Buchprüfungsgesellschaft holds a participation in the professional practice company.
(2) The notification must include: 1. for natural persons: surname, forename(s), profession, domicile, professional establishment; 2. for legal entities or partnerships with legal capacity: name or firm, registered office, and, where required by law, the relevant register and registration number; 3. shares, registered capital contributions or participation ratios; 4. in cases of a change of an indirect shareholder, additionally an overview of the participation structure from the professional practice company to the indirect shareholder whose person has changed.
(3) The competent tax advisory chamber may, in addition to the notification under paragraph 1, demand suitable evidence including a register extract.
(4) Tax advisors and Steuerbevollmächtigte who are members of a management or supervisory body of a professional practice company under the Bundesrechtsanwaltsordnung or the Patentanwaltsordnung shall notify the tax advisory chamber without undue delay.
Absence of Grandfathering – § 154(2) StBerG (New Version)
§ 154(2) sentence 1 StBerG (new version):
Paragraph 1 sentences 3 and 4 shall also apply to companies directly or indirectly participating in professional practice companies where they do not satisfy the capital commitment provision of § 55a of this Act or § 28(4) of the Wirtschaftsprüferordnung.
Under § 55(3) StBerG, the chamber must revoke recognition where the requirements are no longer met, unless the company achieves a lawful state within a reasonable period to be determined by the chamber.
Constitutional Assessment
The amendment does not constitute true retroactivity (echte Rückwirkung). Recognition requirements under the StBerG must be continuously maintained; the existing recognition is an ongoing regulatory relationship, not a completed fact. This is a case of quasi-retroactivity (unechte Rückwirkung), which is permissible in principle.
However, the complete absence of transitional provisions is constitutionally problematic given the substantial dispositions made in reliance on the prior legal position. In practice, the key issue will be how tax advisory chambers exercise their discretion regarding the “reasonable period” for achieving compliance under § 55(3) StBerG.
Options for Investors
Option 1 – Restructuring: Investors exit equity and operate purely as service providers (SLA model) without any participation.
Option 2 – Surrender of StBerG recognition, continuation under WPO recognition:
The entitlement of a WPG to provide unrestricted tax advisory services rests on two independent legal bases:
- § 3 sentence 1 no. 3 StBerG (unchanged), which expressly names WPG as authorised to provide tax advisory services.
- § 2(2) WPO, which designates tax advisory as a statutory professional task (Vorbehaltsaufgabe) of Wirtschaftsprüfer.
A WPG holding only a WPO recognition remains fully authorised to provide tax advisory services. The activity of a Wirtschaftsprüfer providing tax advice is governed exclusively by the WPO.
Entry Into Force
3 July 2026 (Art. 13(3) of the 9th StBerG Amendment Act).
Part 2: New WPK Model Articles for WPG with PE Participation (Resolution of 10 July 2026)
Context
The WPK resolved on 10 July 2026 an updated guidance note on WPG recognition and new model articles for a GmbH with EU/EEA audit company participation. The WPO recognition requirements must be permanently maintained; the new model articles define the framework within which PE participation via an EU audit company is compatible with ongoing compliance.
Where non-professionals (e.g. PE) hold indirect interests via an EU audit company, the following must be safeguarded: responsible leadership, independence, conscientiousness, confidentiality, and professional autonomy as core elements of the liberal profession, and the quality of professional services.
Mandatory Provisions – Verbatim Texts with WPK Commentary
§ 6 – Responsible Leadership (complete):
(1) The company must be responsibly led by Wirtschaftsprüfer (professionals) (§ 1(3) sentence 2 WPO). For this purpose, the company as a whole must be managed independently, both professionally and commercially, free from non-professional interests, ensuring at all times and without limitation the permanent compliance with all professional duties and the quality of professional services.
(2) All provisions concerning responsible leadership must be set out in the articles of association.
(3) The ultimate decision-making authority of professionals necessary for responsible leadership may not be restricted by these articles or any other provisions affecting the ultimate decision-making authority guaranteed by the majority requirement.”
WPK Commentary (nos. 1–3): The definition ensures uniform understanding among all stakeholders. Responsible leadership is the central recognition requirement; provisions belong in the articles. Ultimate decision-making authority is the central instrument for safeguarding responsible leadership.
§ 7(1)(3) – Management / Veto Prohibition:
Decisions of the management that fall within the scope of responsible leadership (see § 6) […] may not be made subject to a veto right, or the consent of third parties, or restricted by any other provisions limiting the ultimate decision-making authority of professionals guaranteed by the majority requirement. Voting agreements binding the professional managing directors are impermissible.
WPK Commentary (no. 5): Specifies the general prohibition (see § 6(3)) for the management level.
§ 8 – Rules of Procedure for Management (complete):
(1) The shareholders’ meeting may adopt rules of procedure for the management or authorise the management to adopt such rules. These rules of procedure must ensure compliance with the professional principles of responsible leadership (see § 6) and may not restrict the professional independence of professionals.
(2) The rules of procedure and any amendments must be submitted to the WPK without undue delay.
WPK Commentary (nos. 6–7): Rules of procedure remain permissible provided they ensure responsible leadership. Without transparency of the rules of procedure, parties must confine themselves to the articles.
§ 9 – Rules of Procedure for Other Steering Bodies (complete):
(1) The shareholders’ meeting may adopt rules of procedure for [… name of the body …] or authorise [… name of the body …] to adopt such rules. These rules of procedure must ensure compliance with the professional principles of responsible leadership (see § 6) and may not restrict the professional independence of professionals.
(2) The rules of procedure and any amendments must be submitted to the WPK without undue delay.
WPK Commentary (no. 8): Excluded are bodies with a purely advisory or representative function.
§ 11(7) – Shareholders’ Meeting / Veto Prohibition:
Decisions of the shareholders’ meeting that fall within the scope of responsible leadership (see § 6), such as the appointment, removal, and discharge of managing directors as well as measures for the review and supervision of the management […], may not be restricted by a veto right or a consent requirement of non-professional shareholders or third parties or by any other provisions limiting the ultimate decision-making authority of professionals guaranteed by the majority requirement. Voting agreements binding the professional shareholders are impermissible.
WPK Commentary (no. 10): Specifies the general prohibition (see § 6(3) for the shareholder level).
§ 12(2) and (3) – Transfer of Shareholder Rights:
(2) The prohibition on the transfer of shareholder rights in particular excludes the delegation of decisions reserved to shareholders (cf. § 11) to non-professional shareholders or third parties.
(3) Professional shareholders are not bound by instructions from third parties in the exercise of their shareholder rights.
WPK Commentary (no. 9): Excludes third-party influence on professional shareholders through instructions.
§ 18 – Prohibition on Extra-Contractual Side Agreements (complete):
All provisions concerning the recognition requirements and responsible leadership (see § 6) must be set out in the articles of association. Side agreements not expressly provided for in the articles – such as the rules of procedure for the management (see § 8) – are impermissible and void.
WPK Commentary (no. 11): Complements the requirement that all provisions concerning responsible leadership must be in the articles (see § 6(2)).
§ 19 – Disclosure Obligations of Shareholders (complete):
Where EU or EEA audit companies hold participations in the company, they are obliged to inform the company, unprompted and without undue delay, in writing, of the identity of their shareholders and indirect shareholders, particularly where these are non-professionals, and of all changes.
WPK Commentary (no. 12): The indirect participation of non-professionals (e.g. PE) occurs via EU audit companies. The disclosure obligation serves transparency. It presupposes a comparable agreement between the investor and the EU audit company and requires a commitment by all parties to national professional law.
§ 20 – Disclosure Obligations of the Company (complete):
Where persons who do not fall within the shareholder circle under § 28(4) WPO hold direct or indirect participations in the EU or EEA audit companies, the WPK must be informed thereof, unprompted and without undue delay, in writing.
WPK Commentary (no. 13): Strengthens regulatory oversight.
Demarcation: Responsible Leadership vs. Commercial Decisions
The WPK guidance provides the following demarcation:
Subject to responsible leadership (examples): Appointment/removal of managing directors, appointment of Prokuristen for assurance, consent to share transfers, dissolution, domination agreements, remuneration models for assurance, personnel decisions for professionals in assurance.
Not subject to responsible leadership (examples): Capital measures, approval of annual accounts, appointment of the auditor, new offices/branches, M&A of subsidiaries, reorganisation (UmwG).
Practical significance: Classical PE governance mechanisms (reserved matters, consent rights, board nomination rights, information rights, exit mechanisms) remain fully available for all matters outside the scope of responsible leadership. Within the scope of responsible leadership, they are categorically prohibited.
Overall Assessment and Recommended Next Steps
Consistent Regulatory Concept
The combination of tightened capital commitment (§ 55a(1) s. 3 StBerG), comprehensive disclosure obligations (§ 76e StBerG), and the revocation power (§ 55(3) StBerG) constitutes a coherent regime: It determines (i) who may be a direct or indirect shareholder, (ii) that disclosure obligations to the chamber exist for the full participation chain, and (iii) that the chamber may revoke recognition for non-compliance.
Migration to WPO
Affected structures will likely surrender StBerG recognition and continue tax advisory under WPO recognition (§ 3 s. 1 no. 3 StBerG, § 2(2) WPO). This is not a regulatory “free pass” – WPO requirements must be permanently maintained and the new WPK governance framework strictly observed.
This briefing is intended for informational purposes only and does not constitute legal advice. Please contact us for advice tailored to your specific circumstances.
