Ordnungsgeld

Late-filing penalties in Germany: the § 335 HGB Ordnungsgeld regime

If a German company misses the twelve-month deadline to file its annual accounts, the Federal Office of Justice starts an automatic penalty procedure. This page explains the § 335 HGB Ordnungsgeld in detail — who runs it, the fine amounts, how it escalates, and the ways to keep it from ever starting.

Who enforces it

Enforcement of the disclosure duty is centralised at the Bundesamt für Justiz (Federal Office of Justice, BfJ) in Bonn. It monitors the Unternehmensregister and identifies which companies have not filed by the § 325 HGB deadline. The process is administrative and largely automated — there is no court hearing and no case-by-case discretion at the start.

The addressees are the company and its legally responsible representatives — for a GmbH, the managing directors personally. That personal exposure is why foreign directors of German subsidiaries should treat the deadline as their own responsibility, not something that quietly resolves itself.

How the procedure runs

Warning with 6-week grace

After the deadline lapses, the BfJ issues a formal warning (Androhung) demanding the filing within a further six weeks. The warning already carries a procedural fee, payable even if you then file inside the grace period.

Fine of at least EUR 2,500

If the six weeks pass without a filing, an Ordnungsgeld of at least EUR 2,500 and up to EUR 25,000 is set under § 335 HGB. The minimum applies even to the smallest dormant company.

Repeat until compliance

The warning and fine cycle repeats. Each new round can be set higher, and the fines accumulate. The obligation itself never lapses — the only way to stop the escalation is to file the outstanding accounts.

Reductions for small and micro companies

The law softens the blow for the smallest entities. Under § 335 Abs. 4 HGB, a small company (kleine Kapitalgesellschaft) that files after the warning can see the fine reduced to EUR 500, and a micro company (Kleinstkapitalgesellschaft) to EUR 250, provided the filing is made promptly. This is a meaningful relief, but it is conditional — miss the further window and the full EUR 2,500 minimum returns.

There is no reduction simply for being inactive. A dormant micro GmbH still owes the fine if it ignores the warning; the reduced rate rewards quick compliance, not lack of activity.

One further point catches people out: an objection (Einspruch) against the fine does not suspend the underlying duty. Arguing about the procedure while still not filing simply lets further rounds accumulate. In almost every case the fastest and cheapest resolution is to file the outstanding accounts immediately and then, if warranted, raise any objection about the fee.

How to avoid it entirely

  • File within the twelve-month § 325 HGB window — comfortably, not on the last day.
  • Treat the balance sheet date as your clock: every deadline runs from it, and a deviating fiscal year moves them all.
  • Do not assume a dormant, holding-only or first-year company is exempt — none are.
  • If a warning arrives, file inside the six-week grace period to keep the procedural fee small and stay eligible for the reduced small/micro rate.
  • Keep the filing confirmation as proof; the BfJ closes the procedure once the filing is on record.

Frequently asked questions

Who imposes late-filing fines in Germany?

The Bundesamt für Justiz (Federal Office of Justice) in Bonn runs the penalty procedure under § 335 HGB. It monitors the Unternehmensregister automatically and issues warnings and fines without a court hearing.

How much is the fine for filing German accounts late?

At least EUR 2,500 and up to EUR 25,000 per proceeding, and it repeats until you file. Small companies can be reduced to EUR 500 and micro companies to EUR 250 under § 335 Abs. 4 HGB if they file promptly after the warning.

Does the fine repeat?

Yes. If you still do not file after a fine is imposed, the Federal Office of Justice repeats the procedure, and subsequent fines can be set higher. The amounts accumulate and the duty never lapses until you comply.

Are the managing directors personally liable?

The company and its legal representatives are the addressees of the procedure. For a GmbH that means the managing directors, which is why the responsibility cannot simply be delegated away or ignored.

Do dormant companies get fined too?

Yes. The disclosure duty attaches to the legal form, not to activity, so a dormant GmbH that never files accumulates fines exactly like an active one.