Director Duties
Foreign managing director: your responsibility for German accounts
As the Geschäftsführer of a German GmbH you are personally responsible for its bookkeeping, its annual accounts and their timely filing — even if you live outside Germany. This page sets out exactly what you must ensure happens, the deadlines you are on the hook for, and where liability bites.
The duty is personal, and it does not require residence
A GmbH acts through its managing director. You do not have to be resident in Germany to serve as Geschäftsführer, but the statutory duties attach to the role wherever you sit. You are responsible for keeping proper books (§ 41 GmbHG, § 238 HGB), for preparing the annual accounts (§ 264 HGB), for putting them to the shareholders for adoption (§ 42a GmbHG), and for filing them with the Unternehmensregister (§ 325 HGB).
Delegating the work to an accountant, tax advisor or software does not transfer the responsibility. You can — and usually should — delegate execution, but the duty to ensure it happens correctly and on time remains yours.
What you must ensure happens
Books are kept
Ongoing double-entry bookkeeping in German form, producing a trial balance you can rely on at year-end (§ 238 HGB).
Accounts are prepared
A complete Jahresabschluss for the size class — at least a Bilanz and GuV, plus Anhang and Lagebericht where required (§ 264 HGB).
Shareholders adopt them
The statements are put to the shareholders for formal adoption within the § 42a GmbHG window — 11 months for a small GmbH, 8 months otherwise.
They are filed
Disclosure via the Unternehmensregister within 12 months of the balance sheet date (§ 325 HGB), in the correct scope for the size class.
The deadlines you are on the hook for
Preparation is due within 3 months of year-end for medium and large companies, and within 6 months for small and micro (§ 264 Abs. 1 HGB). Filing is due within 12 months of the balance sheet date (§ 325 HGB). A dormant company is not exempt — it must file too.
These are hard dates. The German system is largely automated, so a missed filing is noticed quickly and acted on without a reminder from a caseworker.
Liability and penalties
Late-filing fines
The Bundesamt für Justiz opens automatic penalty proceedings for missed disclosure. Fines start at €2,500 and repeat until the accounts are filed (§ 335 HGB).
Personal exposure
Because the filing duty is the director's, penalty orders can be directed at you personally, not only the company. Persistent non-compliance escalates.
Tax and insolvency duties
Reliable books also underpin your separate tax-filing and, in distress, insolvency-related duties. Poor accounting compounds risk in exactly the situations where it matters most.
You can comply from anywhere
None of this requires you to be in Germany. You can keep books, prepare the accounts and file remotely. Many non-resident directors of micro and small GmbHs — which need no audit — prepare the statutory statements with AI software and only bring in a tax advisor where genuinely needed.
With jahresabschluss.io you upload the trial balance, review the AI-drafted Bilanz, GuV and Anhang, and export the German filing document plus an English convenience translation so you understand exactly what is being filed in your name.
Frequently asked questions
Is a foreign managing director personally liable for German filings?
Yes. The duty to prepare, adopt and file the annual accounts is the Geschäftsführer's under §§ 264 and 325 HGB and § 42a GmbHG. Penalty proceedings for late filing (§ 335 HGB) can be directed at you personally, wherever you live.
Do I have to live in Germany to be a Geschäftsführer?
No. There is no residence requirement to serve as managing director of a GmbH, but the statutory accounting and filing duties apply to you regardless of where you are based.
What happens if the accounts are filed late?
The Bundesamt für Justiz opens automatic proceedings and imposes fines from €2,500 that repeat until you file (§ 335 HGB). Dormant companies are not exempt, so silence is not an option.
Can I delegate the work and still be responsible?
Yes. You can delegate the preparation to an advisor or to software, but the legal responsibility to ensure the accounts are correct and filed on time stays with you as director.
What are the key deadlines I need to hold?
Preparation within 3 or 6 months of year-end by size class (§ 264 HGB), shareholder adoption within 8 or 11 months (§ 42a GmbHG), and filing within 12 months of the balance sheet date (§ 325 HGB).