Size Reliefs

Small-company exemptions under the HGB: a catalogue of size reliefs

German commercial law rewards smaller companies with a graded set of reliefs (Erleichterungen). The smaller your size class, the less you must prepare, audit and publish. This page catalogues the size-based exemptions available to small and micro corporations, mapped to their § references, so you can see exactly what applies at each level.

Reliefs for a small company (kleine)

No statutory audit (§ 316)

Small corporations are outside the audit obligation, which begins at the medium class. No Wirtschaftsprüfer, no audit opinion and no audit fee.

No management report (§ 264 Abs. 1 Satz 4)

The Lagebericht is required only for medium and large companies, so a small company prepares just the balance sheet, income statement and notes.

Reduced notes (§ 288 Abs. 1)

Many disclosures a larger company must give may be omitted — for example a breakdown of revenue by activity and geography. The Anhang is prepared but materially shorter.

Abridged filing, no GuV (§ 326)

The published version is the balance sheet plus reduced notes; the income statement is not disclosed. The balance sheet itself may use the abridged § 266 Abs. 1 Satz 3 scheme.

Extra reliefs for a micro-entity (kleinst)

Shortened balance sheet (§ 266 Abs. 1 Satz 4)

Only the lettered items (A, B, C …) need be shown, without the finer Roman-numeral and Arabic-number detail.

Shortened income statement (§ 275 Abs. 5)

The GuV collapses to a few lines starting from a gross result — far less detail than a small company's income statement.

Notes may be omitted (§ 264 Abs. 1 Satz 5)

A micro-entity can drop the Anhang entirely if it shows a handful of figures beneath the balance sheet — guarantees, advances to directors, and own shares for an AG.

Deposit instead of publish (§ 326 Abs. 2)

The shortened balance sheet may be deposited (hinterlegt) with the register rather than published, so it is only released to third parties on request.

Timing and measurement reliefs

  • Longer preparation window: six months from year-end for small and micro, against three months for medium and large (§ 264 Abs. 1).
  • Later adoption for a small GmbH: shareholders adopt within eleven months, not eight (§ 42a GmbHG).
  • Deferred-tax relief: small entities are largely exempt from recognising deferred taxes (§ 274a in conjunction with § 274).
  • Various § 274a simplifications on prepaid items and other balance sheet formalities apply to small corporations.

What no size class exempts you from

The reliefs simplify the statements; they never remove the duty to prepare them. Every corporation, however small, must keep double-entry books, prepare a Bilanz and GuV under HGB measurement rules, and file within twelve months of year-end (§ 325). A dormant company is not exempt from filing, and late filing draws § 335 penalty proceedings from the Bundesamt für Justiz starting at €2,500.

Some obligations also override size. A cooperative (eG) is audited by its Prüfungsverband regardless of size (§ 53 GenG), and a capital-market-oriented company is large — with the full duties — however small its figures (§ 267 Abs. 3 Satz 2).

Frequently asked questions

What HGB reliefs does a small company get?

No statutory audit (§ 316), no management report (§ 264 Abs. 1 Satz 4), reduced notes (§ 288 Abs. 1), an abridged filing that omits the income statement (§ 326), and a six-month preparation window instead of three.

What extra reliefs does a micro-entity get?

On top of the small-company reliefs, a micro-entity may use a shortened balance sheet (§ 266 Abs. 1 Satz 4) and income statement (§ 275 Abs. 5), omit the notes entirely (§ 264 Abs. 1 Satz 5), and deposit rather than publish (§ 326 Abs. 2).

Can a small company omit the income statement from its filing?

Yes. Under § 326 HGB the published version of a small company is the balance sheet plus reduced notes; the GuV is prepared but not disclosed. Medium and large companies do publish their income statement.

Are small companies exempt from deferred taxes?

Largely, yes. Small entities are relieved from the deferred-tax recognition requirement by § 274a in conjunction with § 274 HGB, one of several small-company simplifications.

Does any relief remove the duty to file?

No. Every corporation must file within twelve months of year-end (§ 325), including a dormant company. The reliefs only shrink what you prepare and publish, not whether you must file at all.

Do the reliefs apply to a cooperative?

Not the audit relief. An eG is audited by its Prüfungsverband regardless of size (§ 53 GenG), so it cannot use the small-company audit exemption, though other size-based simplifications may apply.