Questions and answers: Submission of annual financial statements

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• Who has a disclosure requirement?
• Do I have to publish as a corporation, even if there is no or only limited business activity?
• Where do I submit my documents?
• To what extent are documents disclosed?
• Do I need to be listed as a signatory?
• Who can file a annual financial statement?
• Starting when can I file?
• What does “depositing” mean?
• How can I deposit a annual financial statement?
• Why can I only deposit reports dated 31.12.2012 or later?
• What does “information below the balance sheet” mean?
• How do I inform the Federal Gazette that I am permitted to deposit? (according to § 326 Abs. 2 Satz 3 HGB)?
• How do I submit my documents?
• Are there programs or tools for helping submit electronically?
• Are there interfaces for sending the documents?
• What does publication and/ or depositing cost?
• What can be done if there are errors discovered in a published or deposited document?
• I published or deposited an incomplete annual financial statement and I need to complete it. What do I do?
• Do I need to disclose a liquidation balance sheet?
• Can liquidation balance sheets be deposited as well?
• Which time periods are relevant?
• How will it be verified that the submission has been done completely and on time?
• How will errors be penalized?
• Where can I find more information on publishing or depositing annual financial statements?
• What happens when there is a breach in the publication requirement?

Who has a disclosure requirement?

Companies of the following legal forms must disclose accounting documents and company reports:

• Corporations, e.g. public limited companies (AG), partnerships limited by shares (KGaA), SE, GmbH and UG (haftungsbeschränkt),
• registered cooperatives (eG),
• partnerships with limited liability (without a natural person as general partner), e.g. GmbH & Co. KG, SE & Co. KG, UG & Co. KG, GmbH & Co. OHG, AG & Co. OHG,
• Branches of certain foreign corporations.

Irrespective of the legal form, the following are subject to disclosure requirements (as so-called special types of companies):

• Credit and financial services institutions
• Pension funds and insurance companies
• Securities, payment and electronic money institutions
• Issuers of investments (according to VermAnlG)
• Mutual insurance companies (according to VAG)
• Investment funds and management companies (according to KAGB)
• Telecommunications companies (according to TKG)
• Securities issuers (according to WpHG)
• Energy supply companies (according to EnWG)
• Railway undertakings (according to ERegG)

Please note that the disclosure obligation for special types of companies depends on the respective special legal regulations.

Companies are generally required to disclose under the Disclosure Act if they meet 2 of the 3 following characteristics in 3 consecutive financial years:

• Balance sheet total over 65 million euros,
• sales revenues over 130 million euros,
• an average of over 5,000 employees.

You can find further information about the regulations for annual financial statements on the publication platform in the area “Useful information” under “How it works“.

Do I have to publish as a corporation, even if there is no or only limited business activity?

Yes. The obligation to prepare and disclose annual accounts exists upon registration of the company irrespective of whether business activity has already commenced or no longer exists.

Pursuant to §§ 242, 264 HGB (§ 13 para. 3 GmbHG in conjunction with § 6 HGB), corporations are obliged to prepare annual financial statements upon registration, irrespective of whether they are still or no longer engaged in business due to lack of business operations (LG Bonn decision of 02.12.2008 ref. 37 T 627/08).

Where do I submit my documents?

Companies must submit their annual financial statements and all other accounting documents and company reports for financial years beginning after 31 December 2021 directly to the Company register.

Documents subject to disclosure requirements with a financial year beginning before 01.01.2022 will continue to be submitted to the Federal Gazette.

Bundesanzeiger Verlag GmbH, based in Cologne, is both the operator of the Federal Gazette and the body keeping the register. Documents can be submitted to both the Company Register and the Federal Gazette via the publication platform of Bundesanzeiger Verlag GmbH.

You can find further information on the publication platform in the area “Useful information” under “How it works“.

To what extent are documents disclosed?

The scope of the disclosure obligation depends, among other things, on the size of the company and the type of company.

Detailed information on the annual financial statement provisions can be found on the publication platform in the area “Useful information” under “How it works“.

Is it necessary to specify a signatory?

Pursuant to § 245 HGB, the annual financial statements must include the names of all signatories and the date. If there are several general partners, they must all sign. Pursuant to § 328 (1a) HGB, you must also state the date of adoption or approval of the annual financial statements when disclosing your documents. Please note that disclosure before approval does not meet the deadline, as only approved annual financial statements fulfil the requirements of § 325 para. 1 HGB.

Who may deposit a annual financial statement?

Only micro-corporations and micro-cooperatives, hereinafter referred to as "micro-entities", have the possibility to deposit their annual financial statement, unless a special company regulation prohibits this.

The classification as a micro-entity is based on whether two of three size criteria (thresholds) - namely balance sheet total, turnover and number of employees - are not exceeded on the reporting dates of two consecutive financial years.

The relevant thresholds at the start of the financial year up to and including 31 December 2022 are:

• total assets of 350,000 euros,
• sales of 700,000 euros and
• an average number of up to 10 employees.

The relevant thresholds for the start of the financial year after 31 December 2022 are:

• total assets of 450,000 euros,
• sales of 900,000 euros and
• an average number of up to 10 employees.

You can find further information in the in the area “Useful information” under “How it works – Annual financial statement deposit”.

When is it allowed to deposit?

The depositing option can only be used with annual financial statements dated 31.12.2012 or later.

What does “deposit” mean?

Pursuant to Section 326 HGB, micro-entities as defined in Section 267a HGB have the option of depositing their annual financial statements in the Company register. In contrast to published annual financial statements, which can be searched free of charge and without prior registration, documents included for permanent deposit can only be viewed for a fee.

You can find more information in the area “Useful information” under “How it works - Annual financial statement deposit”.

How can I deposit a annual financial statement?

The order is transmitted electronically via the publication platform or via software interface (web service).

You can find more information in the area “Useful information” under “How it works - Annual financial statement deposit”.

Why can I only deposit reports dated 31.12.2012 or later?

This is stipulated by the Very Small Corporation Accounting Amending Act (MicroBilG).

What does “information below the balance sheet” mean?

Information under the balance sheet required in accordance with § 264 para. 1 nos. 1-3 HGB:

• Information on contingent liabilities
• Information on advances and loans granted
• In the case of an AG or KGaA, information on holdings and transactions in own shares

How do I inform the Federal Gazette that I am permitted to deposit? (according to § 326 Abs. 2 Satz 3 HGB)?

Within the framework of transmitting the order, you need to tell the Federal Gazette in the forms that you fulfill the requirements for depositing as a very small company. By placing a tick in the box you attend to the reporting obligation to the Federal Gazette according to section 326 para. 2 sentence 3 HGB. According to section 329 para. 2 sentence 1 HGB it may however become necessary that you will be asked for report of sales revenues (section 277 para. 1 HGB) and average amount of workers (section 267 para. 5 HGB) or details on the capacity as Limited Liability Company for the purpose of section 327 a HGB.

How do I submit my documents?

Pursuant to § 325 para. 1 sentence 2 HGB, the documents are to be submitted electronically.

Are there programs or tools for helping submit electronically?

For filing electronically, the Bundesanzeiger Verlag GmbH offers a simple way to transmit using an uploading process via the internet. There you can choose between the data formats Word, RTF, PDF, Excel and an XML- format on the basis of the German XBRL-Taxonomy (German GAAP Version 2.0. ) For small companies (according to von § 267 Abs.1 HGB) there is an alternative entry form available. More information about that can be found in the publications platform in the area „Work aids & Standards“.

Are there interfaces for sending the documents?

Yes, we have made interfaces available for transmitting annual financial statements and financial reports in the formats XML or XBRL. For the publication of fund prices there is the possibility of an Excel import. More specific information can be found in the publication platform in the area “Technical standards.”

What does publication and/ or depositing cost?

The details of pricing can be learned from the following links:

Allgemeine Geschäftsbedingungen für die entgeltliche Einreichung zur Publikation im Bundesanzeiger (PDF 155 kB)

Allgemeine Geschäftsbedingungen für die entgeltliche Hinterlegung von Jahresabschlussunterlagen (Kleinstkapitalgesellschaften) (PDF 115.4 kB)

The processing costs at the Federal Gazette vary greatly according to the data format in which it is delivered. Paper delivery, for example, always requires a new version with each credit and correction. Because of this the publication fees vary depending on delivery format. When using the entry form for small companies, the flat rate for delivery in XML format will be charged for the publication of the annual financial statement. The details of pricing can be found in the “General Terms and Conditions for Paid Publication in the Federal Gazette. ”

What can be done if there are errors discovered in a published or deposited document?

You can retroactively publish or file a report. If it is due to an error on the part of the publisher, this is done free of charge. Otherwise choose the option “correction of an already made submission” on the order form on the step “area.” Give the order number and the date of the publication or deposit that you would like to correct. You can find these on your receipt or in the menu “my files” under “orders and retrievals.” On the form that follows that one the information on the original order will be shown, and you will be guided through the individual forms as usual.

I published or deposited an incomplete annual financial statement and I need to complete it. What do I do?

Choose the option “addition to a previous publication” or “addition to a previous deposit” in the order form on the step “area.” Give the order number and the date of the publication or deposit that you would like to complete . You can find these on your receipt or in the menu “my files” under “orders and retrievals.” On the form that follows that one the information on the original order will be shown, and you will be guided through the individual forms as usual. Completions are only possible in the area “accounting/ financial reports.”

Do I need to disclose a liquidation balance sheet?

As far as we are aware, a company in liquidation must disclose the last annual financial statements of the acquiring company, the opening liquidation balance sheet, the liquidation annual financial statements (financial statements for the end of each financial year during liquidation) and the closing liquidation balance sheet in accordance with section 325 HGB (see section 71 GmbHG, section 270 AktG).

Can liquidation balance sheets be deposited as well?

Yes, as long as the features/thresholds are met according to § 267 a HGB.

Which time periods are relevant?

Concerning the time period of the disclosure, there is principally a time limit of 12 months after the balance sheet date. If the business year corresponds to the calendar year, it must be completed and disclosed at the latest at the end of the business year of the following calendar year. A shorter submission deadline of four months applies to capital-market oriented corporations. Not only listed companies fall into this category, rather all of those who have issued other securities (such as bonds) that are traded on an organized market. Please note furthermore the shortened submission deadline of six months for companies that apply to the VermAnlG or KAGB (German law).

General rule: in order to avoid inconvenience and being pressed for time, it is recommended to submit as soon as possible.

How will it be verified that the submission has been done completely and on time?

Pursuant to Section 329 of the German Commercial Code (HGB), the operator of the Federal Gazette is obliged to check that the documents are submitted on time and in full and to report any infringements to the Federal Office of Justice (BfJ). For the audit, the federal states or registry courts provide him with the necessary information on the companies subject to disclosure requirements entered in the registry, so that the audit and notification to the BfJ can be carried out automatically without delay.

How will errors be penalized?

For violations the law prescribes a fine of from 2,500 to 25,000 Euros. According to the EHUG ruling (law about the electronic trade register, partnership register and also the Company Register) the proceedings will be officially initiated without the requirement of an order. The fine can be administered against either the company that is required to disclose, or even against its board members who have violated the disclosure requirement, for example against the CEO of a GmbH. The prosecution of violations takes place centrally through the Federal Office of Justice in Bonn. Procedural costs will be owed by the party even with just the threat of a fine, according to § 335 Abs. 3 HGB n.F. This can happen more than once to several parties (company and several board members who are required to disclose.) If the disclosure requirement is not fulfilled within six weeks after the threat of a fine or the omission has been justified with an appeal, the fine is assessed by the Federal Office. Incidentally the lawsuit is not over then, rather it can and will repeat with renewed threats of a fine (administrative costs) and more fines until the requirement is fulfilled or the omission is justified.

Where can I find more information on publishing or depositing annual financial statements?

You can find more information on publishing or depositing your annual financial statement on the publication platform in the area “useful information” under “How it works”.

What happens when there is a breach in the publication requirement?

The central role of responsibility falls to the Federal Office of Justice (BfJ) for initiating proceedings to levy fines for omissions contrary to obligations of timely publications of annual financial statements and other accounting documents (especially . §§ 335, 340o, 341o HGB sowie § 21 PublG). You can find more information about the proceedings and the relevant jurisdiction on the website of the Federal Office of Justice under http://www.bundesjustizamt.de. Follow the menu prompting > themes > regulatory and fine proceedings, enforcement and help enforcing > publication of annual financial statements: proceedings for fines.