GmbH Annual Accounts and Reporting in Germany

What annual accounts must a German GmbH prepare?

The basic duty applies to every merchant: under section 242 of the German Commercial Code (HGB), a balance sheet and a profit and loss account must be prepared at the end of each financial year. For a GmbH, as a limited company, section 264(1) HGB adds the notes, which explain the balance sheet and the profit and loss account, and a management report. Small companies need not prepare a management report, and micro companies may dispense with the notes if they disclose certain information beneath the balance sheet.

The preparation period is three months from the end of the financial year. Small companies may take up to six months where this is consistent with the proper course of business (section 264(1), third and fourth sentences, HGB). For a GmbH whose financial year is the calendar year, this means preparation by the end of March, or by the end of June for small companies.

Whether a GmbH is small, medium-sized or large is determined by section 267 HGB on the basis of total assets, turnover and headcount. A company is small if it does not exceed at least two of the three thresholds: total assets of 7.5 million euros, turnover of 15 million euros and an average of 50 employees. Medium-sized companies go up to 25 million euros in total assets, 50 million euros in turnover and 250 employees, beyond which a company is large. Micro companies under section 267a HGB stay within 450,000 euros in total assets, 900,000 euros in turnover and ten employees. The consequences of a size class only take effect once the thresholds have been exceeded or fallen below on two consecutive balance sheet dates (section 267(4) HGB).

Medium-sized and large companies must have their annual accounts and management report audited by a statutory auditor. Without an audit, the accounts cannot be approved (section 316(1) HGB). Approval itself is a matter for the shareholders: the managing directors submit the accounts without delay after preparation, and the shareholders resolve on their approval by the end of the first eight months of the following financial year, or eleven months for small companies (section 42a GmbHG). The articles of association may not extend these periods. The approval resolution also decides on the appropriation of the result. Our guide to the profit appropriation resolution in a GmbH explains what to consider.

What are the filing and disclosure deadlines?

Disclosure is governed by section 325 HGB. The legal representatives file the approved annual accounts and, unless the company is small, the management report and the auditor's report electronically with the Company Register (Unternehmensregister). Filing is done through the publication platform operated by the Bundesanzeiger Verlag. No appointment and no notarial involvement are required.

The deadline runs regardless of whether the accounts have been approved: the documents must be filed no later than one year after the balance sheet date of the financial year to which they relate (section 325(1a) HGB). For the calendar year 2025, the deadline therefore ends on 31 December 2026. Capital-market-oriented companies must file within four months (section 325(4) HGB), which does not affect the typical GmbH.

If the accounts are amended after filing, the amendment must also be disclosed. In practice it pays to plan approval and filing as one process, so that the shareholders' meeting takes place in the summer and the filing in the autumn, keeping the one-year deadline away from the Christmas period, when management and advisers are hard to reach.

What do small and micro companies file?

Most GmbHs in Germany are small companies. Section 326(1) HGB grants them relief: only the balance sheet and the notes are disclosed, and the notes need not contain the information relating to the profit and loss account. The company's earnings therefore remain hidden from competitors, customers and suppliers. No management report is prepared, so none is filed.

Micro companies under section 267a HGB may go one step further. They may require the balance sheet to be included in the Company Register by way of permanent deposit (section 326(2) HGB). A deposited balance sheet is not published, but is released on request against a fee. The condition is that the company informs the register that it does not exceed at least two of the three thresholds.

The size class must be reviewed for every financial year. A company that grows over two balance sheet dates loses the relief and becomes subject to audit. Subsidiaries of foreign groups often overlook the change because the figures look small at group level while the German GmbH crosses the threshold to a medium-sized company.

What happens if you file late, or not at all?

Disclosure is monitored by the Federal Office of Justice (Bundesamt für Justiz) of its own motion. If a company fails to comply, the Office initiates administrative fine proceedings under section 335 HGB against the members of the body authorised to represent the company, that is, the managing directors, and may also conduct them against the company itself. The procedure begins with a warning: the persons concerned are ordered, under threat of a fine of a specified amount, to comply with their statutory duty within six weeks of receipt. At the same time, the costs of the proceedings are imposed on them.

If that period also expires, the fine is imposed. It amounts to at least 2,500 and at most 25,000 euros. If disclosure is made only after the six-week period, the Office reduces the fine: to 500 euros for micro companies, 1,000 euros for small companies and 2,500 euros in all other cases, and to less where the period was exceeded only marginally (section 335(4) HGB). The procedure may be repeated until the duty is fulfilled. The fine is neither a penalty nor a criminal sanction, but it affects the managing directors personally.

Beyond the fine, visibility matters: anyone searching the Company Register for a GmbH can see whether the accounts for recent years are on file. Banks, landlords and business partners draw their own conclusions. In a planned sale of the company, missing or late filings are among the first findings of any due diligence.

Which tax filings come on top?

Disclosure does not conclude the year end. Each year the GmbH files a corporation tax return, a trade tax return and an annual VAT return, and transmits its balance sheet and profit and loss account electronically to the tax office as an e-balance sheet (section 5b of the Income Tax Act, EStG). The basis is the commercial annual accounts, from which the tax balance sheet departs only where tax rules require it.

The filing deadlines follow the Fiscal Code and are longer where a tax adviser represents the company than where the company files itself. Late returns trigger a late-filing surcharge. The tax deadlines run independently of the commercial disclosure and are monitored by a different authority, the tax office. Both calendars therefore belong in one pair of hands, usually those of the tax adviser who also prepares the annual accounts. This article is not tax advice, it shows where the two regimes meet.

What should a foreign parent company organise at year end?

The checklist

Foreign shareholders regularly underestimate the German annual accounts because their home jurisdiction has different deadlines, different size classes or no disclosure duty at all. The following points belong in the annual calendar of the German subsidiary:

1. Check the financial year and balance sheet date. If the subsidiary's financial year differs from the calendar year, all deadlines shift accordingly.
2. Determine the size class for the current and the previous year, because only two balance sheet dates trigger a change. The management report, the audit requirement and the scope of disclosure depend on it.
3. Keep the books and prepare the accounts in German and in euros (section 244 HGB). Group templates in English do not satisfy the German filing requirement.
4. Appoint the auditor in good time if the company is medium-sized or large. The shareholders' meeting elects the auditor, and it should do so before the end of the financial year (section 318 HGB).
5. Pass and document the shareholders' resolution on approval and on the appropriation of the result within eight or eleven months.
6. File the disclosure by the end of the following year at the latest, using the correct relief for small or micro companies.
7. Check whether the subsidiary can be exempted from preparation, audit and disclosure under section 264(3) HGB because it is included in the consolidated accounts of a parent company established in the EU or the EEA that assumes liability for its obligations. This exemption requires its own resolutions and filings and must be satisfied afresh every year.
8. Align the tax calendar with the tax adviser, including the e-balance sheet and late-filing surcharges.
9. Assign responsibility: the addressee of the fine proceedings is the managing director of the German GmbH personally, not group headquarters.
10. Keep track of other annual duties that are not part of the annual accounts, such as keeping the entries in the Transparency Register and the list of shareholders in the Commercial Register up to date.

Anyone who has only just set up their company will find the first-year duties in our guide to setting up a GmbH. For foreign companies building up their German business, we bundle the ongoing duties in our Business in Germany offering.