Disclosure of the financial statements until 30 September 2025

Management of corporations with balance sheet date as of 31 December please note: In order to avoid heavy fines, take care to disclose the financial statements to the court keeping the Company Register on time until 30 September 2025. Please note that financial statements are to be submitted to the court keeping the Company Register in a structured form.

Mandatory disclosure obligation

Management of

• • • Corporations (GmbH, AG, SE)
    • Partnerships, without natural persons being personally liable (e.g. GmbH & Co KG)
    • Certain co-operative entities as well as
    • Branches of international corporations under certain circumstances

are required to disclose the financial statements after approval at the general meeting, but at the latest 9 months after the balance sheet date to the court keeping the Company Register of the company’s registered office.

The mandatory disclosure obligation regarding the financial statements applies to every corporation and is to be performed annually. If the balance sheet date is the 31 December, disclosure is required until 30 September. In case of other balance sheet dates, the end of the disclosure deadline moves accordingly.

The extent of the mandatory disclosure and publication obligation depends on the size and legal form of the company and may apply also to the management report, the resolution of the general meeting and the auditor’s report, or the adverse opinion or the qualified audit opinion as well as to further documents. Large stock corporations are required to publish their financial statements on the “electronic announcement and information platform of the federal government (EVI)” as of 1 July 2023.

Generally, disclosures are to be submitted to the court keeping the Company Register in a structured format since the introduction of the taxonomy JAb 4.0 on 1 January 2025. The courts keeping the Company Register accept unstructured disclosures (e.g. submitting a PDF) only in exceptional cases (e.g. for branches or special purpose balance sheets).

Our experience shows that unstructured disclosures often result in improvement instructions by the courts keeping the Company Register, thus leading to additional expenses. Therefore, we recommend submitting the financial statements always in a structured form, if technically feasible.

Missing the deadline and amount of the fine

If the deadline is missed, the court keeping the Company Register imposes heavy fines without prior notification. Regarding this procedure a fine between EUR 700 and EUR 3,600 may be imposed by decision. For micro corporations fines from EUR 350 to EUR 1,800 may be imposed. Every individual body authorised to represent the company (managing directors) as well as the company itself are addressees of the fine. If a small GmbH, for example, has three managing directors, three fines are imposed each amounting to EUR 700 and one for the company of EUR 700 as well, in total amounting to EUR 2,800.

If the financial statements are not disclosed despite an imposed fine, on a bi-monthly basis further fines are automatically imposed each amounting to EUR 700 per body and company. For medium-sized corporations the level of fines triples amounting to a minimum of EUR 2,100 per member of a body and company starting with the second imposition of fines. For large corporations every further fine sextuples, meaning EUR 4,200 per member of a body and company!

The fine is imposed as long as the corresponding financial statements were submitted to the Company Register. Mere payment of the fine does not exempt from the mandatory disclosure obligation.

Recommendation

In order to avoid heavy fines, we recommend our clients to take care to transmit their financial statements on time for disclosure. Your PwC contact person is happy to support you and to provide professional advice regarding detailed questions.

Author: Kevin Nitsch, Desiree Pleyer