Annual financial statement disclosure regulations
Important: Since the DiRUG (Act Implementing the Digitalisation Directive) came into force, annual financial statements for financial years beginning after 31.12.2021 must be submitted directly to the Company Register. Annual financial statements with a financial year beginning before 01.01.2022 must still be submitted to the Federal Gazette.
The following explanations reflect the legal situation since the DiRUG came into force.
The balance sheet navigator, which you can access via the start page of the publication platform, provides support on the question of which disclosure medium you need to submit your documents to.
Who must submit what and when to the Company Register is legally regulated: primarily in the Commercial Code (§§ 325 ff. HGB) and in the Company Register Ordinance but also in various special laws, for instance, in the German Disclosure Act [Publizitätsgesetz].
- Who must disclose?
- What do you have to disclose?
- When do you have to submit your documents for disclosure to the Company Register?
- Where do you have to disclose / to whom do you have to submit?
Who must disclose?
Companies of the following legal forms must disclose accounting documents and company reports:
- Corporations, e.g. stock corporations (AG), partnerships limited by shares (KGaA), SE, GmbH and UG (limited liability),
- registered co-operatives (eG), SCE,
- commercial partnerships with limited liability (without a natural person as general partner), e.g. GmbH & Co. KG, SE & Co. KG, UG (limited liability) & Co. KG, GmbH & Co. OHG, AG & Co. OHG,
- mutual insurance associations (VVaG),
- domestic branches of corporations domiciled in another country.
Subject to disclosure regardless of legal form are (as so-called special company types):
- Railway undertakings (according to ERegG)
- Issuers of investments (according to VermAnlG)
- Energy companies (according to EnWG)
- Institutions according to KMAG
- Investment funds and management companies (according to KAGB)
- Credit and financial services institutions (also: securities, payment and e-money institutions)
- Reinsurance companies
- Telecommunications companies (according to TKG)
- Insurance companies and pension funds
- Securities issuers (according to WpHG)
Please note that the disclosure obligation for special types of companies depends on the respective special legal regulations.
Generally, companies which fulfil 2 or 3 of the following characteristics in 3 consecutive financial years have a disclosure obligation according to the Publicity Act [Publizitätsgesetz]:
- Balance sheet exceeding 65 M Euro,
- Sales revenues exceeding 130 M Euro,
- An average of over 5,000 employees.
Subsidiary companies are exempt from disclosing the annual financial statement. You can find applicable requirements according to § 264 para. 3 of HGB and § 264b HGB under Exemption from the disclosure obligation
The obligation to preparate and publish an annual financial statement exists upon registering the company
- irrespective of the nature and purpose of the business and
- irrespective of whether business operations have commenced or if there is no longer any business activity and
- irrespective of whether there is an intention to make a profit, so also for charitable organisations as well.
What do you have to disclose?
Companies subject to disclosure requirements must generally submit the approved annual financial statements to the Company Register for disclosure. The extent to which you must disclose accounting documents depends, among other things, on the size of your company.
Using the following table, check to see which size you can assign to your company. 2 of the 3 characteristics must be present on the closing deadline of two consecutive financial years.
In case of company conversion or foundation, it only depends on whether the size characteristics are fulfilled on the first closing deadline after the conversion or foundation unless the company already had the legal form of a corporation before the conversion. In this case, the criterion of 2 consecutive reporting dates applies.
The thresholds according to §§ 267, 267a HGB (old version) (at the start of the financial year up to and including 31 December 2022) are:
| Company size | ||||
|---|---|---|---|---|
| Characteristics | Micro | Small | Medium-Sized | Large |
| Balance Sheet | max. 350,000 euros | max. 6 million euros | max. 20 million euros | more than 20 million euros |
| Sales revenues | max. 700,000 euros | max. 12 million euros | max. 40 million euros | more than 40 million euros |
| Average number of employees in a year | max. 10 | max. 50 | max. 250 | more than 250 |
The thresholds according to §§ 267, 267a HGB (new version) (for the start of the financial year after 31 December 2022) are:
| Company size | ||||
|---|---|---|---|---|
| Characteristics | Micro | Small | Medium-Sized | Large |
| Balance Sheet | max. 450,000 euros | max. 7,5 million euros | max. 25 million euros | more than 25 million euros |
| Sales revenues | max. 900,000 euros | max. 15 million euros | max. 50 million euros | more than 50 million euros |
| Average number of employees in a year | max. 10 | max. 50 | max. 250 | more than 250 |
Depending on the size of the company, a company can in principle make use of the following disclosure reliefs:
Documents to be submitted by micro-companies:
- Balance sheet
A prerequisite for waiving the notes to the financial statement is that certain disclosures are made below the balance sheet. These disclosures can be found in § 264 (1) HGB for micro-corporations and § 338 (4) HGB for micro-cooperatives. Please note that certain types of companies cannot be micro-companies (cf. § 267a para. 3 HGB).
Documents to be submitted by small companies:
- Balance Sheet
- Appendix
Documents to be submitted by medium-sized companies:
- Balance Sheet
- Profit and loss account
- Appendix
- Management Report
- Auditor's report or the report on the refusal of the auditor's report
- Further documents depending on legal form, type of company and group structure (e.g. balance sheet and management report oath, report of the supervisory board, declaration on the Corporate Governance Code, cash flow statement)
Documents to be submitted by large companies:
- Balance Sheet
- Profit and loss account
- Appendix
- Management Report
- Auditor's report or the report on the refusal of the auditor's report
- Further documents depending on legal form, type of company and group structure (see above)
The following are obligated to disclose an annual financial statement according to regulations (a. o. scope of disclosure) for large limited liability companies, irrespective of size:
- Capital market-oriented corporations
- Credit and financial services institutions (also: securities, payment and e-money institutions)
- Insurance companies and pension funds
Please note that the scope of disclosure of special types of companies (e.g. those under the EnWG, KAGB, KMAG, TKG, UBGG or VermAnlG) depends on the respective special legal regulations.
When do you have to submit your documents for disclosure to the Company Register?
The submission of documents for publishing the annual financial statement must generally take place at least 12 months after the reporting date. If the financial year – as in most cases – corresponds to the calendar year, then the report for the 2022 financial year must be submitted for inclusion in the Company Register at the very latest by the end of the year 2023. This disclosure deadline applies to most accounting documents and company reports.
A shorter disclosure deadline of 4 months applies to capital market-oriented limited liability companies according to § 264d HGB. This includes both publicly-listed companies and companies which have issued other securities (e. g. bonds) and which have traded in an organised market or that have applied for admission to trading.
To issuers of asset investments a shortened disclosure deadline of 6 months applies according to the VermAnlG. Furthermore, the shortened disclosure deadlines for companies subject to the KAGB must be observed.
Please note that this list is not exhaustive and that the disclosure deadlines are to be taken from the relevant statutory regulations.
Where do you have to disclose / to whom do you have to submit?
Accounting documents and company reports for financial years beginning after 31 December 2021 must be submitted to the Company register since the DiRUG (Act on the Implementation of the Digitalisation Directive) came into force. Accounting documents and company reports with a financial year beginning before 01.01.2022 must continue to be submitted to the Federal Gazette. Both disclosure media are operated by the Bundesanzeiger Verlag.
Support in the question of which disclosure medium you need to submit your documents to is provided by the balance sheet navigator, which you can access via the start page of the publication platform.
Annual financial statement documents as well as all other accounting documents and company reports must be submitted for inclusion in the Company register to the registering authority (Bundesanzeiger Verlag) − not to the Federal Ministry of Justice (BMJ) and not to the Federal Office of Justice (BfJ).
Only the authority keeping the Company register checks whether the documents to be transmitted have been sent in due time and in full and is thus the correct addressee for accounting documents and company reports. In the event of violations of the disclosure obligation, it shall inform the Federal Office of Justice pursuant to section 329 (4) HGB, which shall initiate administrative fine proceedings in the event of improper disclosure. Violations due to omitted or incomplete disclosure shall be punished by the imposition of administrative fines in the amount of at least EUR 2,500.00 up to a maximum of EUR 25,000.00. For issuers and capital market-oriented companies, an increased fine range applies.
The submission for inclusion in the Company Register requires a clear order, especially regarding the scope of what or which documents are to be included. The order must be transmitted via the publication platform (www.publikations-plattform.de) or via software interface (web service). Submission of documents in paper form is not possible.