AG financial statements: HGB accounting with an AktG overlay

The same HGB set, plus AktG rules

An AG is a corporation under § 264 HGB, so its annual statements consist of the balance sheet (Bilanz, § 266), the income statement (GuV, § 275) and the notes (Anhang, §§ 284–288), with a management report (Lagebericht, § 289) once it is medium-sized or large. All of this is prepared in German and euros (§ 244).

What layers on top is the Aktiengesetz. Because an AG has a share capital divided into shares, a management board (Vorstand) and a supervisory board (Aktiengesetz-Aufsichtsrat), the AktG prescribes additional reserve rules, additional notes disclosures, and a formal two-body approval process that a GmbH does not have.

The § 150 AktG statutory reserve

A legally mandated build-up of retained capital, distinct from the UG reserve.

Under § 150 AktG an AG must allocate 5 percent of its annual net income (Jahresüberschuss, reduced by any loss carried forward) to the legal reserve (gesetzliche Rücklage) until that reserve together with the capital reserves reaches 10 percent of the share capital (Grundkapital) — or a higher percentage if the articles require it. Until that threshold is met, the reserve is tied up and its use is restricted to covering losses.

This sits in equity under § 266 Abs. 3 A / § 272 HGB, and the AktG also governs how capital reserves (Kapitalrücklage) from share premiums are formed and released. Movements in these reserves are among the AktG-specific items an AG discloses.

Governance and approval

Extra disclosures and listed AGs

An AG's Anhang carries disclosures a GmbH's typically does not: movements in capital and revenue reserves, the composition of and changes in share capital, authorised and conditional capital, and — for listed companies — corporate-governance and remuneration information required by the AktG. A capital-market-oriented AG is automatically classified as large (§ 267 Abs. 3 Satz 2) regardless of its actual size, so it always files the full set.

A listed AG that heads a group prepares its consolidated accounts under IFRS in line with the EU IAS Regulation, but its individual, legally binding, distributable-profit statement stays on HGB. Our software prepares that HGB single-entity Jahresabschluss, not the group consolidation.

Frequently asked questions

How do AG financial statements differ from a GmbH's?

The documents are the same under the HGB, but an AG follows extra Aktiengesetz rules: the § 150 statutory reserve, additional Anhang disclosures on capital and reserves, and a formal approval by the supervisory board and annual general meeting rather than a simple shareholder resolution.

What is the § 150 AktG reserve?

An AG must put 5 percent of its annual net income into a legal reserve until that reserve plus the capital reserves reaches 10 percent of the share capital. Its use is restricted mainly to covering losses until the threshold is reached.

Does an AG always need an audit?

Not by legal form alone — the § 316 audit obligation depends on size. But most AGs are medium-sized or large, and any capital-market-oriented AG is automatically classified as large, so in practice the great majority of AGs are audited.

Who approves an AG's annual statements?

The management board prepares them, the auditor examines them, and the supervisory board examines and approves them under § 171 AktG. That approval usually constitutes formal adoption; the annual general meeting then resolves on the appropriation of profit.

Does a listed AG report under HGB or IFRS?

Both, for different purposes. A listed AG heading a group uses IFRS for its consolidated accounts under EU law, but its individual statutory statement — the one that determines distributable profit — remains HGB.