Disclosure Requirement

What is the Definition of Disclosure Requirement?

Definition Knowing

As an entrepreneur, you are certainly proud of your economic success. You can too, because you’ve invested a lot in it. But despite all the pride, many entrepreneurs like you are not particularly interested in disclosing as little information as possible. But depending on which legal form you have chosen for your company, there is the so-called disclosure obligation.

What is the disclosure requirement?

The disclosure obligation exists for certain companies and is prescribed by law. The disclosure requirement is primarily to publish accounting-related information about your company. The disclosure requirement originated in the 13th century. At that time, land registers were introduced in cities in Europe on a voluntary basis and were freely accessible . In Italy, too, many merchants introduced the power of attorney registers and society books.

What else is the disclosure requirement called?

The disclosure requirement is also known as the disclosure requirement . The disclosure requirement or disclosure requirement is regulated in Section 325 of the German Commercial Code (HGB) . As a rule, it applies to all corporations and partnerships. The administration of justice is responsible for monitoring the disclosure requirement with the help of special software.

Which companies are subject to disclosure?

Not all companies are affected by the disclosure requirement. First and foremost, it applies to you if you run a corporation or a corporation . There are companies that are obliged to make certain internal processes public . This is done either in the commercial register or in the Federal Gazette. This applies to the following internal processes.

  • Supervisory Board Report
  • Annual balance
  • Participation list
  • Profit and Loss Account

However, there are also certain easements that mainly affect small and medium-sized corporations. Section 267 of the German Commercial Code stipulates that with a small corporation you only have to publish the balance sheet and the appendix.

Type of corporation description
Medium-sized corporation
  • A medium-sized corporation does not have to break down the gross profit in its income statement . This is regulated in §§ 266 f. HGB.
  • The business activities do not have to be broken down in the appendix according to their sales markets .
  • For the disclosure requirement , only Section 266 of the German Commercial Code (HGB) can be shortened in the annual financial statements .
Small corporation
  • For the small corporation, it is possible to partially summarize the balance sheet items .
  • According to Section 326 of the German Commercial Code (HGB), no information has to be given to the notes and the income statement does not have to be disclosed.
  • It is allowed to shorten the appendix significantly .
  • The small corporation is not obliged to prepare a management report .
Smallest corporation
  • For the smallest company, there is a relief that the annual financial statements no longer have to be published. It is sufficient here if this is only deposited . If third parties want to know more about the annual financial statements of the micro-company, this is only possible through a fee-based research .
  • The smallest company is allowed to simplify its balance sheet even further.
  • If certain information is shown under the balance sheet, an appendix can be dispensed with entirely.

How can these companies be distinguished?

Of course, it is not enough to speak of a medium-sized corporation, for example, without you knowing where the demarcation lies here.

Small corporation Medium-sized corporation
at least 600,000 euros balance sheet total at least 20 million euros balance sheet total
Revenue of at least 1.2 million euros achieved 12 months prior to the reporting date Revenue of at least 40 million euros achieved 12 months prior to the reporting date
at least 50 employees on average over a year at least 250 employees on average over a year

Current version of the disclosure requirement

The disclosure requirement was extended in Germany on January 1, 2007 with regard to the publication of the annual financial statements . This applies to around a third of all registered companies. The current version applies

  • for all corporations according to § 325 HGB
  • for all partnerships without a natural person as a personally liable partner (e.g. GmbH & Co. KG )
  • for all other companies that exceed a certain size

This expansion of the disclosure requirement became necessary because many companies did not comply with it by 2007. The entrepreneurs had many reasons for not disclosing their annual accounts to everyone. On the one hand, they did not want to allow their competitors to look inside , on the other hand, the effort was simply too great for many . Violations of the disclosure requirement were only very rarely prosecuted and punished. As a result, a reform of the disclosure requirement could no longer be avoided. Since the reform, there are now at violations administrative fines, which from 2500 EUR start.

Beginning of the disclosure requirement

The key date for the start of your disclosure obligation is always the closing date for your annual financial statements. After that, the submission deadline for disclosure begins and is a maximum of one year . For example, if your closing date was December 31, 2018, the annual financial statements must be submitted to the Federal Gazette by December 31, 2019 at the latest.

Which documents do you have to submit?

The size of your company is always decisive for the disclosure requirement of the documents. You can also take this from the table above. If you only have a micro-corporation, a small or medium-sized corporation, as listed, then you can make use of the simplifications when submitting the documents to be published.

Exemption from the disclosure requirement

In principle, Section 264 of the German Commercial Code (HGB) prescribes a disclosure requirement for corporations . Publication can only be avoided under very specific circumstances.

  • As a subsidiary, your company belongs to a group if you have been included in the consolidated financial statements.
  • A shareholder resolution is disclosed which includes the disclosure exemption. However, the prerequisite is that all shareholders agree to this.
  • The disclosure exemption for the subsidiary is given in the notes to the group .
  • Disclosed is a certified financial statements by the parent company

Penalties for breach of the disclosure requirement

If you do not comply with your disclosure obligation within the statutory deadline, the Federal Office of Justice will carry out administrative fine proceedings against you. In the first step, you will receive a threatening order in which you will be asked to comply with this disclosure obligation within six weeks . According to the current status, this threatening order costs you 103.50 euros. If you do not comply with this request, a fine will be applied for and imposed on you. Depending on the type of publication to be made, this starts at at least 500 euros.

Conclusion

The disclosure requirements may sound very complicated to you. But you can either make use of the many simplifications for certain legal forms of corporations or check whether an exemption may also be possible for you and your company. However, if you have a disclosure obligation, even in a simplified form, you must also comply with this obligation. Otherwise you are threatened with a fine.

Frequently asked questions about disclosure requirements

What is a disclosure report?

The disclosure report and its obligation serve the European banking supervision as an instrument of market discipline.

What does the disclosure requirement mean?

The term disclosure requirement is a synonym for the disclosure requirement.

When do you have to do the annual financial statements?

Annual financial statements must always be made at the end of a fiscal year or fiscal year. There is a so-called balance sheet date for this and this is prescribed by law and must also be adhered to.

Why Federal Gazette?

All companies that are obliged to disclose must disclose their annual financial statements in the Federal Gazette. This is what the electronic Federal Gazette is for.

Disclosure Requirement