Glossary · Registers and obligations

Disclosure obligation (Offenlegungspflicht)

Also: Offenlegungspflicht, Offenlegung, publication of annual financial statements

In short

The GmbH, UG and GmbH & Co. KG must submit their annual financial statements electronically to the company register, where they can be inspected by the public. They must be there no later than one year after the balance sheet date.

Disclosure obligation (Offenlegungspflicht) explained

The managing directors are responsible (Sec. 325 (1) HGB). For financial years from 2022, submission is made to the company register, no longer to the Federal Gazette. Small companies only disclose the balance sheet and notes, micro companies only the balance sheet (Sec. 326 HGB). The GmbH & Co. KG is covered because no natural person in it is liable without limit (Sec. 264a HGB); the same applies to the UG & Co. KG. Anyone who fails to disclose faces administrative fine proceedings (Sec. 335 HGB). The annual financial statements are usually prepared by the tax adviser, who often takes care of disclosure at the same time.

Legal basisSec. 264a, 325, 326, 335 HGB

More in our guideWhat is a GmbH? Meaning and key features explained simplyGmbH stands for Gesellschaft mit beschränkter Haftung, a German limited liability company. It is a corporation and a legal entity in its own right, formed by one or more persons with at least €25,000 in share capital, of which at least €12,500 must be paid in before registration (Sec. 5 and 7 GmbHG). Once the GmbH is entered in the commercial register, only the company's assets are in principle liable for its debts (Sec. 13 (2) GmbHG).Read the guide

Matching service

Form a GmbH

€319net plus VAT, notary and court fees, IHK and trade registration costs

View service

Related terms

GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.KG (limited partnership)The KG is a commercial partnership with at least one partner with unlimited liability (general partner) and at least one limited partner whose liability is limited to a liability amount. It is entered in division A of the commercial register.Managing director (Geschäftsführer)The managing director runs the GmbH or UG and represents it in and out of court. They must be a natural person with full legal capacity and are appointed by the shareholders.UG (haftungsbeschränkt)The UG (haftungsbeschränkt) is not a separate legal form, but a GmbH with less than €25,000 share capital, mathematically from €1, which must be paid in full in cash before the application. In return, it must put a quarter of its annual net profit into a reserve every year.Beneficial owner (wirtschaftlich Berechtigter)A beneficial owner is any natural person who ultimately owns or controls a company, in particular with more than 25% of the capital shares or voting rights. If no one can be identified, the legal representative is deemed to be the beneficial owner.Change of company name (Umfirmierung)A change of company name (Umfirmierung) is a change to the "Firma", i.e. the name of a business entered in the commercial register. For a GmbH and UG, this requires a notarised amendment to the articles of association and registration.

Your case starts here.

Get started

Personal advice
Directly from a lawyer

Transparent fixed prices
with no surprises.

Response within
24 hours

Securely insured
up to €2.5 million

No legal jargon, just clear answers.

The Recht 24/7 newsletter: deadlines, rulings and tips for founders and clients. Once a month.