Small Company
Small company (kleine Kapitalgesellschaft): the HGB rules that apply
A small company — kleine Kapitalgesellschaft under § 267 Abs. 1 HGB — is the class most German GmbHs fall into. It carries meaningful reliefs: no statutory audit, no management report, a reduced set of notes, and a published version that leaves out the income statement. This page explains the thresholds, what you prepare, and what actually reaches the register.
Small-company thresholds
You are a small company if, on two consecutive balance sheet dates, you stay under at least two of three limits: €7.5m balance sheet total, €15m revenue and 50 employees on average. Exceed only one and you remain small; exceed two and — after the second consecutive year — you become medium. These are the raised thresholds for fiscal years beginning after 31 December 2023.
A company that is above the micro thresholds but within these limits is small. If you are below €450,000 / €900,000 / 10 employees you are a micro-entity and get even deeper reliefs.
The four small-company reliefs
No statutory audit
Small companies are not subject to an audit under § 316 HGB. There is no Wirtschaftsprüfer, no audit opinion (Bestätigungsvermerk) and no audit fee — one of the biggest cost differences from the medium class.
No management report
A Lagebericht is required only for medium and large corporations. A small company is exempt under § 264 Abs. 1 Satz 4, so it prepares the balance sheet, income statement and notes only.
Reduced notes (Anhang)
The § 288 Abs. 1 reliefs let a small company omit many disclosures a larger company must give. The notes are prepared, but materially shorter — for example no breakdown of revenue by activity or geography.
No GuV in the filing
Under § 326 the published version comprises the balance sheet and reduced notes only; the income statement is not disclosed. You prepare a full GuV but it stays out of the public record.
What a small company prepares and files
A small company prepares a full Bilanz and GuV plus a reduced Anhang. Preparation is due within six months of the balance sheet date (§ 264 Abs. 1), against three months for the larger classes — a helpful extra window for owner-managed businesses. The balance sheet itself may be presented in the abridged scheme of § 266 Abs. 1 Satz 3 (letters and Roman numerals only).
Filing with the Unternehmensregister is due within twelve months (§ 325). What reaches the public record is narrower than for a large company: the balance sheet and the reduced notes, without the income statement. For a GmbH, shareholders formally adopt the statements within eleven months of year-end (§ 42a GmbHG).
Where a small company can still be forced up
- Two consecutive years above two thresholds move you to the medium class — with audit and Lagebericht from then on.
- Becoming capital-market-oriented (issuing listed shares or bonds) makes you large immediately, whatever the size figures (§ 267 Abs. 3 Satz 2).
- Some legal forms are audited regardless of size: a cooperative (eG) is always examined by its Prüfungsverband under § 53 GenG.
- The articles of association or a lender can require a voluntary audit even where the statute does not.
Frequently asked questions
What are the thresholds for a small company in Germany?
A kleine Kapitalgesellschaft may not exceed at least two of: €7.5m balance sheet total, €15m revenue and 50 employees — on two consecutive balance sheet dates (§ 267 Abs. 1 HGB, post-2024 figures).
Does a small GmbH need an audit?
No. Statutory audits under § 316 HGB apply only to medium and large corporations. A small GmbH prepares its statements without a Wirtschaftsprüfer and without an audit opinion, unless its articles or a lender require a voluntary audit.
Does a small company file its income statement?
No. Under § 326 HGB the published version of a small company is the balance sheet plus reduced notes; the GuV is not disclosed. You still prepare a full income statement — it simply stays out of the public record.
Does a small company prepare a management report?
No. The Lagebericht is required only for medium and large corporations. Small (and micro) companies are exempt under § 264 Abs. 1 Satz 4.
How long does a small company have to prepare and file?
Preparation is due within six months of the balance sheet date (§ 264 Abs. 1), and filing with the Unternehmensregister within twelve months (§ 325). A GmbH's shareholders adopt the accounts within eleven months (§ 42a GmbHG).
What is the difference between a small and a micro company?
Both avoid the audit and Lagebericht, but a micro-entity (§ 267a) is smaller still and gets extra reliefs: a shortened balance sheet and GuV, the option to omit the notes, and depositing instead of publishing.