Audit Requirements
German audit requirements: who must be audited under § 316 HGB
A German statutory audit (gesetzliche Abschlussprüfung) is driven mainly by size. This page explains who must be audited under § 316 HGB, who performs the audit, what the audit opinion (Bestätigungsvermerk) means, and the special case of cooperatives, which are audited regardless of size. It is written for directors and foreign parent finance teams working out whether a German entity needs an audit.
Who must be audited
Under § 316 HGB, medium and large corporations must have their annual financial statements and management report audited. Small and micro corporations are not subject to a statutory audit. So the audit line falls exactly at the small-to-medium boundary: cross into the medium class and an audit becomes mandatory; stay small or micro and it does not.
Because size class follows the § 267 test, the audit obligation follows it too. A company that exceeds two of the medium thresholds (€25m balance sheet total, €50m revenue, 250 employees) on two consecutive balance sheet dates becomes medium, and audit duty begins with that year's statements. A capital-market-oriented company is always large and therefore always audited.
Who performs the audit
The statutory auditor is a Wirtschaftsprüfer (WP) — a German public auditor — or an audit firm (Wirtschaftsprüfungsgesellschaft). For medium-sized companies, a sworn accountant (vereidigter Buchprüfer) may also audit. The auditor is appointed by the shareholders and must be independent of the company.
The audit is not a preparation service. The Wirtschaftsprüfer examines statements the company has already prepared, tests the books and records behind them, and forms an independent opinion on whether they comply with the HGB and give a true and fair view. Preparing a clean, well-structured set of statements first makes the audit faster and cheaper.
The audit opinion (Bestätigungsvermerk)
Unqualified opinion
An uneingeschränkter Bestätigungsvermerk confirms the statements comply with the law and present a true and fair view. This is the normal, clean outcome and is disclosed with the filed accounts.
Qualified or adverse
Where the auditor finds material issues, the opinion is qualified (eingeschränkt) or, in serious cases, adverse (Versagungsvermerk). The reasons are set out and travel with the statements into the public record.
No adoption without it
For a medium or large company the audit must be complete before the statements can be adopted (festgestellt) and filed. An unaudited set cannot be lawfully finalised at these size classes.
Cooperatives: audited regardless of size
A registered cooperative (eingetragene Genossenschaft, eG) is a special case. Under § 53 GenG every eG is audited by its statutory auditing association (Prüfungsverband) irrespective of size — a small or even micro cooperative is still examined. The audit also covers the cooperative's institutions and economic situation, not just the financial statements.
So the size-based § 316 logic that exempts small corporations does not free a small cooperative from audit. If your entity is an eG, budget for the Prüfungsverband audit whatever your balance sheet shows.
Frequently asked questions
Who must have a statutory audit in Germany?
Medium and large corporations must be audited under § 316 HGB. Small and micro corporations are exempt. Cooperatives (eG) are always audited by their Prüfungsverband under § 53 GenG, regardless of size.
Does a small GmbH need an audit?
No. A small GmbH is below the medium thresholds and is not subject to a statutory audit under § 316 HGB. It may still commission a voluntary audit if its articles or a lender require one.
Who is allowed to audit German financial statements?
A Wirtschaftsprüfer (public auditor) or an audit firm. For medium-sized companies a sworn accountant (vereidigter Buchprüfer) may also perform the audit. The auditor must be independent and is appointed by the shareholders.
What is a Bestätigungsvermerk?
It is the audit opinion. An unqualified Bestätigungsvermerk confirms the statements comply with the HGB and give a true and fair view; a qualified or adverse opinion flags material problems. It is disclosed together with the filed accounts.
Why is a cooperative audited even when small?
Because § 53 GenG requires every eG to be audited by its Prüfungsverband regardless of size. The size-based exemptions of § 316 HGB that free small corporations do not apply to cooperatives.
Can statements be filed without an audit?
For a medium or large company, no — the audit must be finished before the statements are adopted and filed. Small and micro companies file without any audit at all.