Dormant companies

Dormant GmbH filing in Germany: no activity still means full compliance

A common and costly assumption among foreign owners of German companies is that a dormant entity has nothing to do. It does. This page explains why a non-trading GmbH still prepares and files annual accounts, what the minimal filing looks like, and how to keep a holding-only company compliant.

The duty attaches to the legal form

In Germany, the obligation to keep books, prepare annual financial statements and disclose them attaches to the legal form of the company — not to whether it traded. A GmbH, UG or AG is a merchant by law and a corporation under § 264 HGB, so it must prepare a balance sheet and income statement every year regardless of activity, and file them within twelve months of the balance sheet date (§ 325 HGB).

There is no dormant-company exemption in the HGB. A company with no revenue, no staff and a single bank account still owes a full annual cycle: prepare, have the shareholders adopt it, and file or deposit it.

The same applies to a newly incorporated company that has not yet started trading and to a company being wound down but not yet struck off. As long as the entity exists in the trade register, the annual duty runs. The only way to end it is to complete liquidation and deregistration — until then, every year needs a filing.

What a dormant company actually files

Prepare Bilanz and GuV

Even a near-empty company produces a balance sheet — share capital, any bank balance, perhaps a shareholder loan — and an income statement that may show only minor costs. These are real statutory documents, not a formality you can skip.

Usually a micro filing

A dormant company almost always qualifies as micro (§ 267a), so it can deposit a shortened balance sheet under § 326 Abs. 2 HGB and omit the notes. The public filing is minimal — but it is still mandatory.

The E-Bilanz too

Because a GmbH always keeps double-entry books, it also files an E-Bilanz under § 5b EStG and corporate tax returns with the tax office — even at or near zero.

Holding-only companies count too

A pure holding company that does nothing but own shares in subsidiaries is not dormant in the exemption sense — it has assets, equity and often intercompany balances, and it must prepare and file just like any other GmbH. Its statements are single-entity HGB accounts; it does not file a group consolidation here, but its own annual accounts are due every year.

For an international group, the German holding entity's filing is easy to overlook precisely because it has no operations. That oversight is exactly what the Federal Office of Justice picks up.

The foreign-owner pitfall

  • "No business, no filing" is wrong — inactivity is never an exemption in Germany.
  • The § 335 penalty regime applies in full: fines from EUR 2,500, repeating until you file.
  • Fines land on a dormant company year after year while nobody is watching the mailbox.
  • The managing director is personally the addressee of the penalty procedure, even from abroad.
  • The fix is cheap: a micro deposit filing is one credit, and the E-Bilanz is EUR 20 — far less than a single fine.

Frequently asked questions

Does a dormant GmbH have to file annual accounts?

Yes. The duty to prepare and disclose attaches to the legal form, not to activity. A dormant GmbH must prepare a balance sheet and income statement and file them within twelve months, exactly like an active company.

What does a dormant company actually file?

A balance sheet and income statement — usually as a micro deposit under § 326 Abs. 2 HGB — plus an E-Bilanz and corporate tax returns with the tax office. Even a near-empty company owes the full annual cycle.

Do holding-only companies have to file?

Yes. A pure holding GmbH has assets and equity and must prepare and file its own single-entity HGB accounts every year. Owning shares in subsidiaries does not make it exempt.

What happens if a dormant company never files?

The Federal Office of Justice imposes fines from EUR 2,500 under § 335 HGB, repeating until the accounts are filed. The fines accumulate quietly year after year and target the managing director personally.

How cheaply can I keep a dormant company compliant?

Very cheaply. A micro deposit filing is one credit and the E-Bilanz is EUR 20 per fiscal year — a fraction of a single late-filing fine. Our AI builds both from a minimal set of figures.