Jahresabschluss 2025 offenlegen: Frist 31. Dezember 2026

For GmbHs, UGs and GmbH & Co. KGs whose financial year matches the calendar year, the disclosure deadline for the 2025 annual financial statements ends on 31 December 2026. In recent years this was a soft deadline: the Federal Office of Justice regularly postponed its penalty proceedings by weeks or months. For the 2024 statements that postponement came one more time, and was expressly described as the last one. For 2025 there is nothing comparable so far. So if you are planning around the usual buffer, you may be miscalculating this time.

Who has to disclose

The disclosure obligation does not apply to every business. What matters is the legal form, not the size:

• Corporations under § 325 HGB: GmbH, UG (limited liability), AG, KGaA, SE.
• Limited-liability commercial partnerships under § 264a HGB, above all the GmbH & Co. KG, where no natural person has personal liability.
• Cooperatives under § 339 HGB, plus large companies and groups covered by the Publizitätsgesetz.

Sole traders, freelancers, the GbR and the classic OHG or KG with a natural person as general partner are not subject to disclosure. Anyone determining profit under § 4 (3) EStG by cash-basis income statement is not affected at all. We compared the two profit determination methods in our article on cash-basis accounting versus a balance sheet.

The deadline: twelve months after the balance sheet date

§ 325 (1a) HGB requires disclosure no later than one year after the balance sheet date of the financial year to which the documents relate. Where the financial year equals the calendar year, that means for the 2025 statements: Thursday, 31 December 2026.

There is no extension on application. What existed in previous years was something different: administrative restraint. The Federal Ministry of Justice announced that, for the balance sheet date of 31 December 2024, the Federal Office of Justice would only start penalty proceedings under § 335 HGB from mid-March 2026. The Office itself expressly called this a final postponement, intended to take account of the after-effects of the pandemic one last time.

For financial year 2025 there is so far no corresponding announcement. As things stand, proceedings can therefore begin directly from January 2027. So do not plan around a buffer that probably no longer exists.

Where the documents go: the Unternehmensregister, not the Bundesanzeiger

One point that still causes failed attempts in practice: since financial year 2022, accounting documents are no longer filed with the Bundesanzeiger but transmitted electronically to the Unternehmensregister (company register). The legal basis is § 325 (1) HGB as amended by the act implementing the Digitalisation Directive.

In practical terms you need a user account with the company register and identification of the person submitting. Anyone doing this for the first time should allow one to two weeks of lead time, because activation does not happen in real time. Your tax firm or bookkeeping provider can handle the transmission for you.

What exactly has to be disclosed

The scope depends on the size class under § 267 HGB. The monetary thresholds were raised by roughly a quarter in April 2024 and apply unchanged to financial year 2025. What counts is that two of the three criteria are not exceeded on two consecutive balance sheet dates.

• Micro corporation (§ 267a HGB): up to 450,000 euros balance sheet total, up to 900,000 euros revenue, up to 10 employees on annual average.
• Small corporation (§ 267 (1) HGB): up to 7.5 million euros balance sheet total, up to 15 million euros revenue, up to 50 employees.
• Medium-sized corporation (§ 267 (2) HGB): up to 25 million euros balance sheet total, up to 50 million euros revenue, up to 250 employees.

From this follows the scope of disclosure:

1. Small companies only have to disclose the balance sheet and the notes under § 326 (1) HGB, and the notes without the information relating to the profit and loss account. The P&L itself stays out. The management report, the proposed appropriation of profits and the audit report are also omitted.
2. Medium-sized companies may file an abridged balance sheet under § 327 HGB, but have to disclose the P&L, the notes, the management report and the audit opinion.
3. Large companies disclose the complete annual financial statements including the management report, audit opinion and appropriation of profits.

Micro companies: depositing instead of disclosing

For micro corporations, § 326 (2) HGB opens up a considerably more discreet route. Instead of disclosing the documents, the balance sheet can be deposited with the company register. It is then not freely accessible but released only on a chargeable request. The notes and the P&L are omitted, provided the information under § 264 (1) sentence 5 HGB appears below the balance sheet.

Important: depositing has to be actively chosen and also has to happen on time, by 31 December 2026. Miss it and you face penalty proceedings just like a large GmbH.

What happens if the deadline is missed

The Federal Office of Justice checks on its own initiative and acts without any complaint being filed. The procedure under § 335 HGB is formalised:

1. Threat notice: you receive an order requiring you to catch up on disclosure within six weeks of service, or to justify the omission by way of objection.
2. Procedural costs: the threat notice alone triggers costs of 103.50 euros (a 100-euro fee under the Justice Administration Costs Act plus 3.50 euros in service expenses). These costs also arise if you file within the six-week period.
3. Imposition: if disclosure still does not happen, the threatened penalty is imposed. The range is 2,500 to 25,000 euros. The procedure can be repeated until the documents are filed.

Particularly uncomfortable: under § 335 (1) sentence 1 HGB the penalty is directed not only at the company but also at the members of the representative body, that is, at the managing directors personally. And while § 335 (4) HGB provides a reduced penalty of 500 euros for micro companies that meet the six-week deadline, the procedural fee remains.

Three mistakes that come back every year

• The statements have not been formally adopted. Under § 42a GmbHG the shareholders' meeting generally has to adopt the annual financial statements within eight months of the end of the financial year, and within eleven months for small companies. Without an adoption resolution there is no basis for disclosure.
• The profit appropriation resolution is missing. If the balance sheet is prepared taking the appropriation of profits into account, the resolution belongs in the disclosure package. Without it the filing is incomplete.
• The filing is pushed into the last week of December. Between Christmas and New Year hardly anyone in the tax firms is reachable, and registration with the company register needs lead time. November is realistic, 30 December is not.

What to do now

If your 2025 annual financial statements are not yet prepared, October is the last comfortable moment to get that moving. In parallel it is worth looking at the current year: if you keep your 2026 bookkeeping clean and up to date, your 2026 statements will be ready in the first quarter of 2027 instead of in December. That matters all the more because the new audit regulation expressly aims at prompt audits, as we described in our article on the 2026 tax audit.

At Buchführungsheld, real bookkeepers handle your ongoing accounting, keep your accounts ready for closing all year round and feed your tax adviser what they need, so that the annual statements and disclosure do not turn into a December project. All at a fixed price and without timesheets. If you want to know what that looks like for your GmbH, book a free initial consultation.

Frequently asked questions

By when do the 2025 annual financial statements have to be disclosed?

Where the financial year matches the calendar year, by 31 December 2026. § 325 (1a) HGB requires disclosure no later than one year after the balance sheet date. There is no extension on application.

Will there be a grace period again for 2025?

Not so far. For the balance sheet date of 31 December 2024 the Federal Office of Justice announced that it would only start penalty proceedings from mid-March 2026, and expressly described that decision as final. For financial year 2025 there is no comparable announcement.

Where are the annual financial statements filed?

Electronically with the Unternehmensregister. For financial years beginning after 31 December 2021 the Bundesanzeiger is no longer the filing point. Transmission requires a user account with identification, which is not activated immediately.

What does late disclosure cost?

The threat notice under § 335 HGB alone costs 103.50 euros, even if you file within the six-week period. If the deadline is missed, the penalty ranges from 2,500 to 25,000 euros and can be imposed repeatedly. It is also directed at the managing directors personally.

Does a small GmbH have to publish its profit and loss account?

No. Small corporations under § 267 (1) HGB disclose only the balance sheet and the notes without the P&L-related information, as provided in § 326 (1) HGB. Micro corporations can even merely deposit their balance sheet under § 326 (2) HGB, in which case it is not freely accessible.