WPK finalises recognition route for PE-backed audit firms

Audit firms with indirect outside ownership now have a fixed route to recognition. The Wirtschaftsprüferkammer (WPK) board has finalised the recognition framework for Wirtschaftsprüfungsgesellschaften (WPG) in mittelbarem FremdbesitzWPK: an updated Merkblatt for recognition in such cases and a model articles of association (Mustervertrag), adopted at the board meeting of 10 July 2026 and available in the "Meine WPK" member area under "Anträge/Mitteilungen". Recognition of such firms is currently suspendedWPK and will resume once the requirements are finally adopted — which, with the 10 July decision, has now happened for the articles side of the framework.

The framework rests on the board's 23 April 2026 pronouncement on securing verantwortliche Führung (responsible management) where financial investors hold indirect stakes in professional firms. Only about 60 of the 3,114 existing WPGs currently carry indirect outside capital, but the question reaches every firm entering such structures and every adviser preparing their recognition filings.

EU law leaves no room for a blanket ban. Under the Abschlussprüferrichtlinie any European audit firm may hold shares in a German WPG (§ 28 Absatz 4 Satz 1 Nummer 1 Wirtschaftsprüferordnung (WPO)), regardless of whether that European firm's own home state permits non-professionals or pure financial investors among its shareholders — the Herkunftslandprinzip. Direct investor stakes remain strictly forbidden under § 28 Absatz 4 WPO, with only professionals serving the firm as their instrument of practice admitted as shareholders (Tätigkeitsgebot).

The chamber's answer is a preventive, case-by-case administrative prohibition built on the verantwortliche Führung requirement of § 1 Absatz 3 Satz 2 WPO. The WPK has formulated thirteen contractual requirements.WPK In short: the articles must define verantwortliche Führung as in the 23 April 2026 pronouncement, regulate every matter touching it inside the articles, ban side agreements, and ban any restriction of the professionals' final decision-making power in that domain. At least one Wirtschaftsprüfer must be a legal representative; management decisions within verantwortliche Führung may not be made dependent on third-party vetoes or consent, voting commitments (Stimmrechtsbindungen) by professional managers are inadmissible, and only professionals decide on appointment, discharge or removal of management — excluding the standard private-equity clause allowing the investor to replace management at will. The same veto and voting-commitment prohibitions apply to shareholder meetings, and professional shareholders may not be bound by instructions from third parties. Steering committees beyond management need compliant rules of procedure; all such rules must be filed with the chamber without delay. The European audit firm involved must disclose its direct and indirect shareholders, and the WPG must pass that information to the chamber — without that disclosure the firm cannot establish its independence as statutory auditor in the individual case, and functioning independence controls are the subject of every quality control. A firm failing these requirements is not recognised; recognition already granted faces revocation.

Quality control treats the new structures as a risk factor from day one. Practices must reflect private-equity participations in their own risk assessment (§ 55b Absatz 2 Satz 2 Nummer 1 WPO) and risk matrix, with concrete mitigations; the Kommission für Qualitätskontrolle weighs the same facts in its own risk analysis (§ 57a Absatz 2 Satz 4 WPO) when ordering inspections.

Legal basis: § 1 Absatz 3 Satz 2 and § 28 Absatz 4 WPO for recognition, with the Abschlussprüferrichtlinie leaving the shareholder circle to national law while permitting any European audit firm to hold shares in a German WPG; the WPK board pronouncement of 23 April 2026 with the 10 July 2026 Merkblatt and Mustervertrag giving the applicable recognition requirements.