Germany · Annual Accounts · Compliance
German E-Bilanz, Disclosure & Filing Requirements
Businesses that prepare balance sheets in Germany may have more than one year-end filing obligation. Depending on legal form and size, tax balance-sheet data must be transmitted electronically to the tax authorities while commercial-law financial statements may also have to be disclosed or filed with the German Company Register. These are separate procedures with different recipients, contents and deadlines.
Two separate obligations
E-Bilanz and Company Register disclosure serve different purposes
The E-Bilanz is part of the German tax procedure. Balance-sheet and income-statement data are transmitted electronically to the tax authorities in a prescribed structured format.
Commercial-law disclosure, by contrast, is governed primarily by Sections 325 et seq. HGB. Certain companies must electronically submit their annual financial statements and other accounting documents to the entity operating the German Company Register.
Micro corporations can in certain cases use permanent filing of the balance sheet instead of regular public disclosure.
Overview
E-Bilanz, disclosure and filing compared
| Procedure | Recipient | Purpose | Typical Content |
|---|---|---|---|
| E-Bilanz | German tax authorities | Tax computation and assessment | Balance sheet, profit and loss statement and other prescribed tax data |
| Disclosure | German Company Register | Commercial-law corporate transparency | Annual financial statements and other documents depending on company size |
| Filing / deposit | German Company Register | Simplified publication regime for micro corporations | Generally a reduced balance sheet |
Section 5b EStG
Who must submit an E-Bilanz?
Where taxable business income is determined through a balance-sheet method under Section 4(1), Section 5 or Section 5a EStG, the relevant tax balance-sheet data must generally be transmitted electronically in the officially prescribed data format.
The requirement therefore does not apply only to GmbHs and other corporations. It can also affect partnerships and sole proprietors that determine taxable income through balance-sheet accounting.
- GmbH and UG
- AG and other corporations
- partnerships using balance-sheet accounting
- sole proprietors using balance-sheet accounting
- tax opening balance sheets
- other balance sheets prepared for German tax purposes
E-Bilanz Content
The filing contains more than a simple balance sheet
Section 5b EStG requires electronic transmission of the balance sheet and profit and loss statement in the officially prescribed structured format. Additional structured information may also form part of the required transmission.
Assets and liabilities
Tax-relevant balance-sheet positions are transmitted according to the prescribed German E-Bilanz taxonomy.
Profit and loss statement
The income statement is also transmitted electronically using the prescribed structure.
Account-level information
Required structured information can include account details and balances underlying the reported positions.
Fixed-asset information
Fixed-asset schedules and related records can form part of the electronic tax reporting package.
Notes and reports
Where relevant under the applicable electronic filing rules, additional accounting documents can also have to be transmitted.
Commercial accounts ≠ tax accounts
Where commercial-law accounting values differ from German tax law, those differences must be reflected in the tax reporting.
Commercial vs. Tax Accounts
The commercial balance sheet can be the starting point, but tax differences must be reflected
If commercial balance-sheet amounts do not comply with German tax rules, the figures must be adjusted for tax purposes. This can be done through a reconciliation from the commercial accounts to the tax values.
Alternatively, a separate tax balance sheet can be transmitted.
Commercial balance sheet with reconciliation
The HGB financial statements are used as the starting point and tax differences are separately reconciled.
Tax balance sheet
A separate balance sheet already reflecting German tax-law values can instead be transmitted.
Taxonomy
The E-Bilanz uses a prescribed data structure
An E-Bilanz is not simply a PDF copy of the annual accounts. The data must be transmitted electronically using the official German taxonomy.
Accounting systems and the chart of accounts should therefore be structured so that year-end accounts can be mapped efficiently to the required E-Bilanz positions.
Practical issue: account mapping
If transactions are posted too broadly or inconsistently during the year, preparation of the E-Bilanz can become unnecessarily complex. A clean chart-of-accounts structure can reduce year-end reclassifications and manual mapping work.
Sections 325 et seq. HGB
Which companies must disclose their annual financial statements?
Corporations such as a GmbH, UG and AG are generally subject to German commercial-law disclosure requirements. The scope of the documents that must be disclosed depends in particular on the company's size category.
Certain commercial partnerships without a natural person as a personally liable partner, such as a typical GmbH & Co. KG, are also largely subject to comparable accounting and disclosure rules.
Corporation
A German GmbH is generally subject to HGB annual-account and disclosure requirements.
Entrepreneurial company
A small UG is not exempt merely because it has limited activity. It may, however, benefit from size-based simplifications.
Limited-liability partnership structure
Certain partnerships in which no natural person has unlimited liability are also subject to special accounting and disclosure provisions.
Current HGB Size Classes
Micro, small, medium-sized or large?
The HGB size category affects the scope of the annual accounts, available simplifications and the extent of public disclosure. As a general rule, at least two of the three relevant criteria are considered.
| Category | Balance-Sheet Total | Revenue | Employees |
|---|---|---|---|
| Micro corporation | up to €450,000 | up to €900,000 | up to 10 |
| Small corporation | up to €7.5 million | up to €15 million | up to 50 |
| Medium-sized corporation | up to €25 million | up to €50 million | up to 250 |
| Large corporation | At least two of the medium-sized thresholds are exceeded | — | — |
Two out of three criteria
A company does not generally move into the next size category merely because one threshold is exceeded. Balance-sheet total, revenue and employee numbers must be reviewed together.
Change of Size Category
The thresholds generally have to be met at two consecutive year ends
The consequences of moving into or out of a size category generally arise only after the relevant limits have been exceeded or no longer exceeded on two consecutive balance-sheet dates.
Special rules apply to newly formed companies and certain reorganizations, where classification can already be determined at the first reporting date.
Scope of Disclosure
Smaller companies receive broader simplifications
Balance sheet / filing option
Micro corporations can, where the statutory conditions are met, satisfy their publication obligation through permanent filing of the balance sheet.
Balance sheet and notes
Small corporations generally benefit from significant disclosure simplifications and do not have to publicly disclose the full set of documents required from larger companies.
Partial disclosure relief
Medium-sized corporations can use certain size-based simplifications for the balance sheet and notes.
Micro Corporations
Filing instead of full public disclosure
Micro corporations can generally satisfy their publication obligation by electronically submitting only their balance sheet for permanent filing with the German Company Register.
The company must confirm to the register operator that the statutory requirements for treatment as a micro corporation are met.
- available only to qualifying micro corporations
- generally only the balance sheet is filed
- electronic submission
- permanent filing in the German Company Register
- requirements under Section 267a HGB
- confirmation of the applicable size category
Disclosure vs. Filing
Filed documents are less directly accessible than normally disclosed accounts
Disclosed accounting documents can be accessed through the German Company Register. Permanent filing is the statutory publication simplification available to qualifying micro corporations.
Filed financial statements are not completely confidential, however. They can still be obtained through the procedure provided by the Company Register.
“Filing” does not mean “no publication obligation”
The company is still satisfying a statutory corporate-transparency requirement. The principal difference is the reduced scope of documents and the manner in which they are made available.
Disclosure Deadline
Generally no later than one year after the balance-sheet date
The accounting documents required under Section 325 HGB must generally be electronically submitted no later than one year after the relevant financial year-end date.
Financial year ends December 31, 2026
The annual accounts must generally be disclosed or, where permitted, filed no later than December 31, 2027.
Financial year ends June 30, 2027
The normal one-year deadline generally expires on June 30, 2028.
Different Deadlines
Preparation, tax returns, E-Bilanz and disclosure do not automatically share the same deadline
A year-end process involves several different legal procedures. Commercial-law preparation deadlines, tax return deadlines, E-Bilanz filing and Company Register disclosure should therefore be tracked separately.
Bookkeeping
The financial year is closed and year-end accounting entries are prepared.
Annual accounts
The HGB annual financial statements are prepared and, where required, formally approved.
Tax & E-Bilanz
Tax adjustments, tax returns and the electronic tax balance sheet are prepared.
Company Register
The required HGB accounting documents are disclosed or filed.
German Company Register
Current financial statements are submitted electronically to the Company Register
For financial years beginning after December 31, 2021, accounting documents subject to disclosure are submitted electronically directly to the entity operating the German Company Register.
The phrase “publish the annual accounts in the Federal Gazette” is therefore no longer the precise description of the filing process for current reporting periods.
Practical point
For current annual accounts, the company should first determine whether normal disclosure applies or whether it qualifies for the micro-corporation filing simplification.
Late Disclosure
Late filings can trigger enforcement proceedings
If the statutory disclosure obligation is not satisfied on time or is not satisfied completely, the Federal Office of Justice can initiate an administrative penalty procedure.
The company is generally first given an additional six-week period while a penalty is threatened. If the filing is still not completed, a penalty can be imposed.
Administrative penalties generally up to €25,000
Violations of the HGB disclosure requirements can generally result in administrative penalties of up to €25,000. Repeated enforcement is possible if the filing obligation continues to be ignored.
Typical German GmbH
Which year-end obligations apply to a small German GmbH?
Even a small owner-managed GmbH generally has several separate accounting and tax obligations. A small number of shareholders or employees does not remove those requirements.
HGB annual financial statements
A balance sheet and profit and loss statement, together with any additional required components, are prepared under German commercial law.
Tax returns
Corporate income tax, trade tax and, where relevant, VAT returns are filed separately.
E-Bilanz
Tax balance-sheet information is transmitted electronically to the tax authorities under Section 5b EStG.
Disclosure
The HGB annual financial statements are submitted to the German Company Register according to the applicable size category.
Micro-company filing
A qualifying micro corporation may use the simplified permanent-filing procedure instead of normal disclosure.
Other compliance
Transparency Register, payroll tax, VAT and other German compliance requirements can also apply.
Sole Proprietors & Partnerships
An E-Bilanz obligation does not automatically create a public disclosure obligation
A sole proprietor using balance-sheet accounting can be required to submit an E-Bilanz without automatically becoming subject to the public disclosure rules that apply to a GmbH.
The same principle applies to partnerships: tax E-Bilanz requirements and HGB corporate disclosure requirements have different statutory triggers.
Always test the two obligations separately
The question “Is an E-Bilanz required?” and the question “Must the annual accounts be publicly disclosed?” can have different answers for the same business.
Foreign Companies
Foreign companies can also have German accounting or disclosure obligations
Where a foreign company operates through a German permanent establishment or registered branch, the applicable German tax and commercial-law filing obligations must be reviewed separately.
Section 325a HGB contains specific disclosure provisions for German branches of foreign corporations concerning the accounting documents of the foreign head office.
If a foreign company is effectively managed from Germany, further German tax and registration obligations may arise.
Common Mistakes
What often goes wrong with E-Bilanz and disclosure
Confusing E-Bilanz with disclosure
Submitting tax balance-sheet data to the tax office does not satisfy the HGB publication obligation.
Using “Federal Gazette” as the current filing route
For current financial years, the statutory accounting documents are submitted to the entity operating the German Company Register.
Using the micro-company filing option without checking eligibility
The permanent-filing simplification is available only where the statutory micro-corporation requirements are met.
Determining size from revenue alone
Balance-sheet total, revenue and employee numbers must be considered using the two-out-of-three approach.
Assuming an immediate size-category change
Except for special cases such as newly formed companies, the thresholds generally apply over two consecutive year ends.
Mixing up deadlines
Tax returns, E-Bilanz, preparation of the annual accounts and HGB disclosure follow different legal rules and can have different deadlines.
Documents
Information typically required for annual accounts and E-Bilanz
General ledger
Trial balance, account ledgers and reconciliation of the bookkeeping records.
Fixed assets
Fixed-asset register, additions, disposals and tax and commercial depreciation.
Banking & financing
Bank statements, loan balances, interest accruals and financing documentation.
Receivables & liabilities
Open-item listings, accruals and reconciliations of customers and suppliers.
Corporate documents
Articles of association, shareholder resolutions, capital changes and profit allocation.
Prior-year accounts
Prior-year financial statements, tax assessments and tax reconciliation schedules.
Further Guidance
Annual Accounts & Business Compliance in Germany
Frequently Asked Questions
E-Bilanz, Disclosure & Filing in Germany
What is a German E-Bilanz?
Does every German GmbH have to file an E-Bilanz?
Does every GmbH have to disclose its annual financial statements?
What is the difference between disclosure and permanent filing?
When is a company treated as a micro corporation?
When is a corporation considered small?
What is the disclosure deadline?
Where are German annual accounts filed today?
Can the E-Bilanz be submitted as a PDF?
What happens if the annual accounts are disclosed late?
Does a sole proprietor have to publicly disclose annual accounts?
Can a foreign company have German disclosure obligations?
German Tax & Accounting
Annual accounts, E-Bilanz and disclosure in one process
We coordinate the German commercial-law annual financial statements, tax reconciliation, tax returns and E-Bilanz and review the company's disclosure or permanent-filing obligations with the German Company Register.
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