Since 01.01.2007, the annual publicity in Germany is strictly regulated. However, there are some limitations and benefits in disclosing the financial statements. Different regulations apply to partnerships and corporations. In this article, we explain which benefits apply to the annual financial publication of corporations.
1st Annual Publicity in Germany
Until 01.01.2007, companies had to submit their financial statements to the commercial register. However, in the event of non-compliance, the registry court only took action at the request of a person entitled and could impose a fine.
But this changed with the law on the electronic commercial register and cooperative register as well as the company register. The requirements of the European Union were thus transposed into national law by the Publicity Directive and the Transparency Directive. In particular, the digitization of the Federal Gazette enables the Federal Office of Justice to prosecute violations of the disclosure obligation. It can then prove these violations with fines of up to 25,000 €. The fines can also be imposed several times. However, companies regularly shy away from annual financial publication. They are often also unaware of the disclosure obligation or existing disclosure facilitation measures.
2nd annual financial statements for corporations: Obligation to disclose
In principle, according to § 325 paragraph 1a HGB, every corporation in Germany must transmit its annual financial statements electronically for entry into the business register at the latest one year after the reporting date of the entity managing the business register. However, there are some simplifications and special features specific to corporations.
The documents to be disclosed are the annual accounts consisting of balance sheet, profit and loss account, notes, management report, oath of balance sheet and oath of management report. Furthermore, the report of the Supervisory Board must be disclosed if there is a mandatory Supervisory Board. This is the case for Aktiengesellschaft according to § 171 AktG and for GmbH, if a supervisory board is provided for in accordance with the articles of association, § 52 GmbHG. However, the disclosure obligation does not apply to commercial partnerships with a voluntarily formed supervisory board. In the case of listed companies, the declaration of the Corporate Governance Code (declaration of conformity) must also be disclosed.
Documents not to be disclosed include special balance sheets, such as opening balance sheets, cut-off date balance sheets, conversion balance sheets, merger balance sheets or liquidation balance sheets.
3. facilitation of the annual financial publication of corporations
3.1. Publication of annual financial statements for corporations: size-related relief
All facilitations regarding the termination of the financial statements also apply to the disclosure. Therefore, in particular small companies within the meaning of § 267 (1) HGB can draw up a less deeply structured balance sheet. They receive considerable relief in respect of the obligations to discharge set out in the Annex.
In addition, according to § 326 HGB, size-dependent simplifications apply with regard to disclosure for small corporations. You only need to submit the balance sheet and the notes. Therefore, they do not need to provide profit and loss offsetting. Small corporations are those which do not exceed two of the following three criteria:
This article does not replace tax or legal advice in an individual case. Facts, current law, jurisdiction, documentation and implementation remain decisive.